Common use of Exit Facility Clause in Contracts

Exit Facility. If the Debtors exercise the Exit Conversion, on the Effective Date, the Debtors shall execute and deliver the Exit Facility Term Loan Agreement, which shall become effective and enforceable in accordance with its terms and the Plan. Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility Documents, and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors to enter into and execute the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approved, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, the applicable Reorganized Debtors shall execute and deliver enter into the Exit Facility Term Loan AgreementDocuments to the extent a party thereto, which including, without limitation, any documents required in connection with the creation or perfection of Liens in connection therewith. The Confirmation Order shall become effective and enforceable in accordance with its terms and the Plan. Confirmation of the Plan shall be deemed include approval of the Exit Facility and the Exit Facility Documents, and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors to enter into into, execute, and execute perform under the Exit Facility Documents and such other all related documents as may be required and agreements to effectuate the treatment afforded by extent a party thereto, and authorization for the Reorganized Debtors to create or perfect the Liens in connection therewith. Notwithstanding anything in the Plan or Plan Supplement to the contrary, the Exit FacilityFacility Lenders shall not be obligated to enter into or fund the Exit Facility other than as set forth in the Exit Facility Commitment Letter and the Exit Facility Fee Letter. On the Effective DateThe Exit Facility Documents shall constitute legal, all valid, binding, and authorized obligations of the Liens and security interests to be granted Reorganized Debtors, enforceable in accordance with their terms. The financial accommodations to be extended pursuant to the Exit Facility Documents (a) are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be approvedsubject to any Claims, Causes of Action, avoidance, reduction, recharacterization, subordination (b) whether contractual or otherwise), cross claim, disallowance, impairment, objection, or challenges under any applicable law or regulation by any Person for any purposes whatsoever, and shall be legalnot constitute preferential transfers, fraudulent transfers, obligations, or conveyances, or other voidable transfers or obligations under the Bankruptcy Code or any other applicable non-bankruptcy law. The lenders under the Exit Facility shall have valid, binding, and enforceable Liens onon the collateral specified in, and security interests into the extent required by, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents. To the extent granted, (c) the guarantees, mortgages, pledges, Liens and other security interests granted pursuant to the Exit Facility Documents are granted in good faith as an inducement to the lenders under the Exit Facility to extend credit thereunder and shall be deemed perfected on not to constitute a fraudulent conveyance or fraudulent transfer, shall not otherwise be subject to avoidance, recharacterization, or subordination (whether contractual or otherwise) for any purposes whatsoever, and the Effective Date, subject only to priorities of any such Liens and security interests shall be as may be permitted under set forth in the relevant Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required)Order, and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If the Debtors exercise the Exit Conversion, on (a) On the Effective Date, the Reorganized Debtors shall execute be authorized to execute, deliver, and deliver enter into the Exit Facility Term Loan AgreementDocuments without further (i) notice to or order or other approval of the Bankruptcy Court, which (ii) act or omission under applicable law, regulation, order, or rule, (iii) vote, consent, authorization, or approval of any Person, or (iv) action by the Holders of Claims or Interests. The Exit Facility Documents shall become effective constitute legal, valid, binding and authorized joint and several obligations of the applicable Reorganized Debtors, enforceable in accordance with its terms and such obligations shall not be enjoined or subject to discharge, impairment, release, avoidance, recharacterization, or subordination under applicable law, the Plan, or the Confirmation Order. The financial accommodations to be extended pursuant to the Exit Facility Documents (and other definitive documentation related thereto) are reasonable and are being extended, and shall be deemed to have been extended, in good faith and for legitimate business purposes. (b) Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility Documents, and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of thereby (including the Designated Amount that will become obligations under the Exit Facility), and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors to enter into into, execute, and execute deliver the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. . (c) On the Effective Date, all of the Liens and security interests granted pursuant to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approved, (bi) shall be legalvalid, binding, perfected, and enforceable Liens on, and security interests inin the personal and real property described in and subject to such document, with the priorities established in respect thereof under applicable non-bankruptcy law and as provided for in the New Intercreditor Agreements and (ii) not subject to avoidance, recharacterization, or subordination under any applicable law, the collateral granted thereunder in accordance with Plan, or the terms of the Exit Facility Documents, (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and Confirmation Order. (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities Persons granted such Liens and security interests under the Exit Facility Documents are authorized to make all filings and recordings, recordings and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and without the need for any such filings, filings or recordings, approvals, and consents shall not be required), ) and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after . (e) As consideration for providing the commitments under the Exit Facility Commitment Letter, on the Effective Date, the Liens and security interests securing Put Option Premium (as defined in the Exit Facility Commitment Letter) shall be junior to allocated among the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of Commitment Parties (as defined in the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement Commitment Letter) in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and accordance with the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date)Commitment Letter.

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, the Reorganized Debtors shall execute and deliver enter into the Exit Facility, the terms of which will be set forth in the Exit Facility Term Loan AgreementDocuments, which shall become effective and enforceable provided that the Debtors or the Reorganized Debtors, as applicable, determine that entry into the Exit Facility is in accordance with its terms and the Planbest interests of the Reorganized Debtors, provided, further, such determination is reasonably acceptable to the Required Consenting Second Lien Noteholders. To the extent applicable, Confirmation of the Plan shall be deemed (a) approval of the Exit Facility (including the transactions and the Exit Facility Documents, and all transactions related agreements contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and fees and expenses provided for therein, and authorization of the Reorganized Debtors to enter into and execute the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approved, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically paid by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, in connection therewith), to the ABL Facility Agentextent not approved by the Bankruptcy Court previously, and (b) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements necessary or appropriate to pursue or obtain the Exit Facility, including the Exit Facility Documents, and incur and pay any fees and expenses in connection therewith, and (ii) act or take action under applicable Law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or the Reorganized Debtors, as applicable, may deem to be necessary to consummate the Exit Facility; provided that such modifications are acceptable to the Exit Facility Lenders and reasonably acceptable to the Required Consenting Second Lien Noteholders. As of the Effective Date, upon the granting of Liens in accordance with the Exit Facility Documents, such Liens shall constitute valid, binding, enforceable, and automatically perfected Liens in the collateral specified in the Exit Facility Documents. To the extent provided in the Exit Facility Documents, the Exit Facility Agent (with the consent or Holder(s) of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans Liens under the Exit Facility Documents are authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The guarantees, mortgages, pledges, Liens, and other security interests granted to secure the obligations arising under the Exit Facility Documents shall be granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the Exit Facility Lenders to extend credit thereunder shall be deemed not to constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination, and the priorities of such date)Liens and security interests shall be as set forth in the Exit Facility Documents.

Exit Facility. If The Aquilex Parties shall use their commercially reasonable efforts, at the Debtors exercise sole cost and expense of the Aquilex Parties, to take all commercially reasonable actions to enter into and consummate (and secure on or prior to the Effective Date the financing contemplated by) the Exit ConversionFacility, on the Effective Dateincluding by using their commercially reasonable efforts to (a) negotiate, the Debtors shall execute and deliver the Exit Facility Term Loan AgreementDocumentation (as defined below) and (b) satisfy all conditions in the Exit Facility Documentation. The Aquilex Parties shall promptly provide copies of all drafts and final execution copies of all documents, instruments, agreements and other materials to be entered into, delivered or otherwise used in connection with the Exit Facility (the “Exit Facility Documentation”) for review and comment by, and the reasonable approval of, the Required Backstop Interest. No Exit Facility Documentation shall be entered into, delivered, distributed or otherwise used without the prior written consent of the Required Backstop Interest, which consent shall become effective and enforceable not be unreasonably withheld, conditioned or delayed. The Aquilex Parties shall comply in accordance all material respects, in a timely manner, with its terms and the Plan. Confirmation all of the Plan terms, conditions and covenants contained in the Exit Facility Documentation. The Exit Facility Documentation shall be deemed approval consistent in all material respects with the terms set forth in the applicable exhibit hereto, except as otherwise reasonably agreed by the Required Backstop Interest. In connection with the foregoing, no Backstop Party shall be required to (i) disclose to any Person any information that such Backstop Party, in its sole and reasonable discretion, deems confidential or (ii) expend any funds, make any payments or provide any indemnities, reimbursement obligations, commitments, guarantees or any other form of credit support. Notwithstanding the foregoing, each of the Aquilex Parties acknowledges and agrees that neither the Backstop Parties nor any of their respective Affiliates or Representatives shall have any responsibility for the Exit Facility and shall not be liable or otherwise responsible for any statements, assertions, facts, projections, forecasts, data or other information contained or referred to in any offering memorandum, bankers’ book or other materials prepared by or on behalf of the Exit Facility DocumentsAquilex Parties, and all transactions contemplated thereby, including, without limitation, any supplemental the agents or additional syndication of lenders under the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors or any of their respective Affiliates or Representatives in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors to enter into and execute the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by with the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approved, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, the Reorganized Debtors shall execute and deliver enter into the Exit Facility, the terms of which will be set forth in the Exit Facility Term Loan Agreement, which shall become effective Documentation and enforceable in accordance consistent with its terms the Restructuring Support Agreement and the PlanHedging Order; provided that the Debtors or the Reorganized Debtors, as applicable, determine that entry into the Exit Facility is in the best interests of the Reorganized Debtors and such determination is acceptable to the Required Consenting Stakeholders. To the extent applicable, Confirmation of the Plan shall be deemed (a) approval of the Exit Facility (including the transactions and the Exit Facility Documents, and all transactions related agreements contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, thereby and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors, as applicable, in connection therewith), to the extent not approved by the Bankruptcy Court previously and (c) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements necessary or appropriate to pursue or obtain the Exit Facility, including the Exit Facility Documentation, and incur and pay any fees and expenses in connection therewith, including and (ii) act or take action under applicable Law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the payment of all feesDebtors or the Reorganized Debtors, indemnitiesas applicable, and expenses may deem to be necessary to consummate the Exit Facility; provided for therein, and authorization that such modifications are acceptable to the Required Consenting Stakeholders. As of the Reorganized Debtors to enter into and execute Effective Date, upon the granting or continuation of Liens in accordance with the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. On the Effective DateDocumentation, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents Documentation (a) shall be deemed to be approvedgranted, (b) shall be legal, binding, automatically perfected, non-avoidable, and enforceable Liens on, and security interests in, the applicable collateral granted thereunder in accordance with the respective terms of the Exit Facility DocumentsDocumentation, (c) shall be deemed perfected on or prior to the Effective Date, subject only to such Liens and security interests as may be permitted under the respective Exit Facility DocumentsDocumentation, and (d) shall not be subject to recharacterization avoidance, recharacterization, or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law, and the Exit Facility Collateral Agent for the benefit of the Exit Facility Secured Parties shall have a valid, binding, perfected, non-avoidable, and enforceable first-priority lien on and security interest in the Exit Facility Collateral, subject only to such Liens and security interests as permitted under the Exit Facility Documentation, and valid, binding, non-avoidable, and enforceable guarantee and collateral documentation. To the extent provided in the Exit Facility Documentation, the Exit Facility Agents or holder(s) of Liens under the Exit Facility Documentation are authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The guarantees, mortgages, pledges, Liens, and other security interests granted to secure the obligations arising under the Exit Facility Documentation have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extent credit thereunder shall be deemed not to constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy nonbankruptcy law, and the priorities of such Liens and security interests shall be as set forth in the Exit Facility Documentation. The Reorganized Debtors and the persons and entities granted such Liens and security interests are shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If In the Debtors exercise the Exit Conversionevent of a Restructuring, on the Effective Date, the Debtors shall execute and deliver the Exit Facility Term Loan Agreement, which shall become effective and enforceable in accordance with its terms and the Plan. Confirmation of the Plan shall be deemed to constitute approval by the Bankruptcy Court of the Exit Facility and the Exit Facility Documents, and related agreements (including all transactions contemplated thereby, including, without limitation, such as any supplemental supplementation or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, made and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, indemnities and expenses provided for therein) and, and authorization subject to the occurrence of the Effective Date, authorization for the applicable Reorganized Debtors to enter into and execute perform their obligations in connection with the Exit Facility. In the event of a Restructuring, on the Effective Date, the agreements with respect to the Exit Facility Documents shall constitute legal, valid, binding, and such other documents as may authorized obligations of the Reorganized Debtors, enforceable in accordance with their terms. The financial accommodations to be required extended pursuant to effectuate the treatment afforded by the Exit FacilityFacility are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable non-bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance connection with the Exit Facility Documents (a) shall be deemed to be approved, (b1) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility DocumentsFacility, (c2) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under in connection with the Exit Facility DocumentsFacility, and (d3) shall not be subject to recharacterization avoidance, recharacterization, or subordination (including equitable subordination subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy non‑bankruptcy law. The Reorganized Debtors and the persons and entities Entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order Order, and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, (a) the RBL Credit Agreement will be amended and restated in its entirety by the Exit Facility Credit Agreement, (b) the Debtors and the Reorganized Debtors, as applicable, shall be authorized to execute and deliver, and to consummate the transactions contemplated by, the Exit Facility Documents, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Entity (other than as expressly required by the Exit Facility Documents), and (c) the Exit Facility Documents shall constitute legal, valid, binding and authorized indebtedness and obligations of the Reorganized Debtors, enforceable in accordance with their respective terms and such indebtedness and obligations shall not be and shall not be deemed to be, enjoined or subject to discharge, impairment, release or avoidance under the Plan, the Confirmation Order or on account of the Confirmation or Consummation of the Plan. On and as of the Effective Date, (i) the Reorganized Debtors shall execute and deliver the Exit Facility Term Loan Documents, (ii) all RBL Lenders shall be deemed to be parties to, and bound by, the Exit Facility Credit Agreement, which shall become effective without the need for execution thereof by any such applicable RBL Lender; provided, however, that with respect to any RBL Lender that fails to execute and enforceable deliver its signature page to the Exit Facility Credit Agreement, any portion of the Cash to be distributed pursuant to or in accordance connection with its terms and the Plan. Confirmation Plan to such RBL Lender will be treated as an undeliverable distribution pursuant to Article VI.E.2 of the Plan until such RBL Lender executes and delivers to Reorganized Chaparral its signature page to the Exit Facility Credit Agreement; (iv) Reorganized Chaparral Parent shall be deemed approval of to have borrowed the Exit Facility and Revolving Loans from the Exit Facility Documents, Revolving Lenders on the terms and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors conditions set forth in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and authorization of the Reorganized Debtors to enter into and execute the Exit Facility Documents and such other documents as may (which loans will be required to effectuate the treatment afforded guaranteed by the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted other Reorganized Debtors in accordance with the Exit Facility Documents Documents); (av) Reorganized Chaparral Parent shall be deemed to have borrowed the Second Out Term Loans from the Second Out Term Lenders (which loans will be approved, (b) shall be legal, binding, and enforceable Liens on, and security interests in, guaranteed by the collateral granted thereunder other Reorganized Debtors in accordance with the terms of Exit Facility Documents); (vi) the Exit Facility Documents, (c) Revolving Lenders shall be deemed perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under provide commitments in accordance with the Exit Facility DocumentsCommitment Letter (as defined in the Restructuring Support Agreement); and (vii) the RBL Cash Payment shall be made and applied as set forth herein. By voting to accept the Plan, each RBL Lender thereby instructs and directs the RBL Agent, pursuant to the RBL Credit Agreement, and (d) shall not be subject each such vote to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non bankruptcy law. The Reorganized Debtors and the persons and entities granted such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of accept the Plan and will, for all purposes, constitute an instruction from such RBL Lender directing the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, RBL Agent and the Exit Facility Agent (with as applicable), to (i) act as distribution agent to the consent of Exit Facility Lenders holdingextent required by the Plan, in the aggregate, more than 50% of the principal amount of the total outstanding loans under (ii) execute and deliver the Exit Facility Loan Documents, as well as to execute, deliver, file, record and issue any notes, documents (including UCC financing statements), or agreements in connection therewith, to which the Exit Facility Agent is a party and to promptly consummate the transactions contemplated thereby, and (iii) take any other actions required or contemplated to be taken by the Exit Facility Agent and/or the RBL Agent (as applicable) under the Plan or any of such date)the Restructuring Documents to which it is a party.

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, the Reorganized Debtors shall execute and deliver enter into the Exit Facility, the terms of which will be set forth in the Exit Facility Term Loan Agreement, which shall become effective and enforceable in accordance with its terms and the PlanDocuments. Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility Documents, as applicable, and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and expenses other payments provided for therein, therein and authorization of the Reorganized Debtors to enter into and execute the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. Execution of the Exit Facility Credit Agreement by the Exit Facility Agent shall be deemed to bind all Holders of the DIP Claims and the Prepetition 1L Term Loan Claims as if each such Holder had executed the Exit Facility Credit Agreement with appropriate authorization. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approvedgranted, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non non-bankruptcy law. The Reorganized Debtors and the persons Persons and entities Entities granted such Liens and security interests are shall be authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Combined Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Combined Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective Date, the Liens and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans under the Exit Facility as of such date).

Exit Facility. If the Debtors exercise the Exit Conversion, on On the Effective Date, the Reorganized Debtors shall execute and deliver may enter into the Exit Facility Term Loan Agreement, which shall become effective and enforceable in accordance with its on the terms and conditions set forth in the PlanExit Facility Documents. Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility Documents, Documents and all transactions contemplated thereby, including, without limitation, any supplemental or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnitiesexpenses, and expenses indemnities provided for therein, and authorization of the Reorganized Debtors to enter into into, execute, and execute deliver the Exit Facility Documents and such other documents as may be required to effectuate the treatment afforded by the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be approvedgranted in good faith, for legitimate business purposes, and for reasonably equivalent value, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents, and (d) shall not be subject to avoidance, recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers transfers, voidable transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non non-bankruptcy law. The Reorganized Debtors and In establishing the persons and entities granted such Liens and security interests are authorized to make all filings and recordingsregister of lenders, commitments, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under loans for the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. On and after the Effective DateExit Facility, the Liens administrative and security interests securing the Exit Facility shall be junior to the first priority Liens and security interests securing the ABL Facility only with respect to the ABL Priority Collateral, and the relative Lien, payment, and enforcement priorities of the Exit Facility and the ABL Facility shall be governed by the terms of an intercreditor agreement in form and substance satisfactory to the Debtors or the Reorganized Debtors, as applicable, the ABL Facility Agent, and the Exit Facility Agent (with the consent of Exit Facility Lenders holding, in the aggregate, more than 50% of the principal amount of the total outstanding loans collateral agent under the Exit Facility as of such date)Documents shall be entitled to conclusively rely upon (without further inquiry) any certificate, schedule, register, list, or other document provided by the Debtors, the Reorganized Debtors and/or the Distribution Agent.