Common use of Sources of Consideration for Plan Distributions Clause in Contracts

Sources of Consideration for Plan Distributions. Exit RBL Facility. On the Effective Date, BCEI and the Reorganized Debtors [party thereto as guarantors] shall enter into the Exit RBL Facility, the terms of which will be set forth in the Exit RBL Documents and subject to the consent rights in the TSA and the Merger Agreement. Confirmation of the Plan shall be deemed approval of the Exit RBL Facility and the Exit RBL Documents, and all transactions contemplated thereby, 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 other payments provided for therein and authorization of the Reorganized Debtors to, as applicable, enter into and execute the Exit RBL Documents, and such other documents as may be required to effectuate the treatment afforded by the Exit RBL Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit RBL Documents (a) shall be deemed to be granted, (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 RBL Documents, (c) shall be deemed automatically perfected on the Effective Date, subject only to such senior Liens and security interests as may be permitted under the Exit RBL 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 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, federal, or other law 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.

Sources of Consideration for Plan Distributions. (a) Exit RBL Facility. On the Effective Date, BCEI and the Reorganized Debtors [party thereto as guarantors] shall enter into the Exit RBL Facility, the terms of which will be set forth in the Exit RBL Documents and subject to the consent rights in the TSA and the Merger Agreement. Confirmation of the Plan shall be deemed approval of the Exit RBL Facility and the Exit RBL Documents, and all transactions contemplated thereby, 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 other payments provided for therein and authorization of the Reorganized Debtors to, as applicable, enter into and execute the Exit RBL Documents, and such other documents as may be required to effectuate the treatment afforded by the Exit RBL Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit RBL Documents (a) shall be deemed to be granted, (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 RBL Documents, (c) shall be deemed automatically perfected on the Effective Date, subject only to such senior Liens and security interests as may be permitted under the Exit RBL 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 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, federal, or other law 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.

Sources of Consideration for Plan Distributions. Exit RBL FacilityConsideration for Plan distributions shall come from: a. Equity Interests in the Reorganized Company On the Effective Date, all Existing Parent Equity Interests shall be cancelled and the Reorganized Company shall issue or cause to be issued the New Diamond Common Shares and New Warrants in accordance with the terms of this Plan and the Confirmation Order. On the Effective Date, BCEI applicable Holders of eligible Claims or Interests shall receive the New Diamond Common Shares and the Reorganized Debtors [party thereto New Warrants in exchange for their respective Claims or Interests as guarantors] shall enter into the Exit RBL Facility, the terms of which will be set forth in the Exit RBL Documents Article III of this Plan and subject pursuant to the consent rights in Rights Offerings. All of the TSA New Diamond Common Shares and New Warrants issuable under this Plan and the Merger Agreement. Confirmation of the Plan Order, when so issued, shall be deemed approval duly authorized, validly issued, fully paid, and nonassessable. b. Rights Offerings and Issuance of the Exit RBL Facility and the Exit RBL Documents, and all transactions contemplated thereby, 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 other payments provided for therein and authorization of the Reorganized Debtors to, as applicable, enter into and execute the Exit RBL Documents, and such other documents as may be required to effectuate the treatment afforded by the Exit RBL Facility. Notes On the Effective Date, all of the Liens and security interests to be granted Reorganized Debtors shall consummate the Rights Offerings in accordance with the Rights Offerings Procedures, the Backstop Agreement, and the Exit RBL Documents Notes Documents. Subscription Rights to participate in the Rights Offerings shall be allocated among relevant Holders of Senior Notes Claims on the applicable Subscription Commencement Date in accordance with the Rights Offerings Procedures, and the allocation of such Subscription Rights will be exempt from SEC registration under applicable Law and shall not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any securities in contravention of any applicable Law in any jurisdiction. The Reorganized Debtors intend to implement the Rights Offerings in a manner that shall not cause it to be deemed a public offering in any jurisdiction, except as provided in section 1145(c) of the Bankruptcy Code with respect to the New Diamond Common Shares and Exit Notes offered and sold in connection with the Rights Offerings pursuant to the exemption from registration provided by section 1145(a)(1) of the Bankruptcy Code. Holders of the Subscription Rights (aincluding the Financing Parties) shall be deemed receive the opportunity to be grantedsubscribe for up to $68,750,000 of the Exit Notes in accordance with and pursuant to this Plan, the Rights Offerings Procedures, and the Exit Notes Term Sheet. Each Holder of Subscription Rights (bincluding the Financing Parties) that participates in the Rights Offerings with respect to the Exit Notes shall be legalalso receive, in consideration for its participation in the Rights Offerings, its Pro Rata share (in respect of the Subscription Rights exercised by such Holder) of 18.75% of the issued and outstanding New Diamond Common Shares as of the Effective Date (subject to dilution by the New Warrants and the MIP Equity Shares) (the “Rights Offerings Shares”). The Collateral Trustee shall have valid, binding, and enforceable Liens onon the collateral specified in, and to the extent required by, the Exit Notes Documents. To the extent granted, the guarantees, mortgages, pledges, Liens, and other security interests in, the collateral granted thereunder in accordance with the terms of pursuant to the Exit RBL Documents, (c) Notes Documents are granted in good faith as an inducement to extend credit thereunder and shall be deemed automatically perfected on the Effective Datenot to constitute a fraudulent conveyance or fraudulent transfer, subject only to such senior Liens and security interests as may be permitted under the Exit RBL Documents, and (d) shall not otherwise 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 avoidance, and the persons and entities granted priorities of any such Liens and security interests shall be authorized as set forth in the relevant Exit Notes Documents; provided that the Exit Notes shall be subject to make all filings a last out agreement pursuant to the Exit Notes Documents. Further, the Private Placement Investors shall have the obligation to purchase the Primary Private Placement Stapled Securities and recordingscommit to purchase the Delayed Draw Private Placement Stapled Securities, and to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions Commitment Parties shall fully backstop the remainder of the applicable stateRights Offerings, federalin each case in accordance with the Backstop Agreement. In addition to the Rights Offerings Shares associated with the Exit Notes for which the Financing Parties subscribe, or other law the Financing Parties that would were initial signatories to the Backstop Agreement will receive a Commitment Premium (which shall 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 requiredan Allowed administrative expense), and will thereafter cooperate payable upon the earlier of (a) the Effective Date, in Commitment Premium Exit Notes or (b) subject to make all other filings and recordings that otherwise would be necessary under applicable law to give notice Article IV.E of such Liens and security interests to third partiesthis Plan, consummation of an Alternative Restructuring, in Cash.