Common use of Supplemental Terms, Conditions and Covenants During the Forbearance Period Clause in Contracts

Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Second Lien Indenture or any other Second Lien Document: (a) Issuer and each other Credit Party agrees that it shall not enter into any agreement to retain an investment banking firm, crisis manager, restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional without the prior written consent of each of the Noteholders. (b) The Noteholders may engage one or more field auditors to review Issuer’s accounts and bank accounts. If the Noteholders elect to engage such field auditor(s), Issuer and the other Credit Parties shall fully cooperate with the Noteholders’ field auditors and promptly provide all information and materials reasonably requested by such auditors and take all other action reasonably requested by the auditors to enable them to complete their audit. (c) Without limiting the Noteholders’ or Trustee’s rights under the Second Lien Indenture and other Second Lien Documents, Issuer and the other Credit Parties hereby agree to: (i) give the Noteholders and their Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of Issuer and the other Credit Parties, (ii) furnish to the Noteholders and their Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) instruct Issuer’s and any other Credit Party’s employees and financial advisors to cooperate reasonably with the Noteholders and their Representatives in respect of the aforementioned clauses (i) and (ii)). For purposes of this Agreement, the term “Representatives” shall mean any Noteholder’s employees, agents, representatives, advisors and consultants (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of Trustee). (d) Each of Issuer and the other Credit Parties shall, and shall cause its officers, directors, employees and advisors to, cooperate fully with the Noteholders and their Representatives in furnishing information as and when reasonably requested by any Noteholder or their Representatives regarding the Collateral or Issuer’s or any other Credit Party’s financial affairs, finances, financial condition, business and operations. Issuer and each other Credit Party authorizes the Noteholders and their Representatives to meet and/or have discussions with any of their officers, directors, employees and advisors from time to time as reasonably requested by any Noteholder or their Representatives to discuss any matters regarding the Collateral or Issuer’s or any other Credit Party’s financial affairs, finances, financial condition, business and operations, and shall direct and authorize all such persons and entities to fully disclose to the Noteholders and their Representatives all information reasonably requested by any Noteholder or their Representatives regarding the foregoing. Issuer and the other Credit Parties each irrevocably authorizes, and shall cause, any financial advisors, consultants, restructuring advisor, chief restructuring officer, crisis manager or investment bankers that are representing any or all of the Credit Parties (collectively, the “Advisors”) to: (i) disclose fully and promptly to the Noteholders and their Representatives all material developments in connection with the efforts of Issuer and Advisors to address the operational, liquidity and other issues adversely affecting the Credit Parties, (ii) regularly consult with, and respond to the inquiries of, Noteholders and their Representatives concerning any and all matters relating to the affairs, finances and businesses of Issuer or any other Credit Party, the assets and capital stock of Issuer or any other Credit Party, any aspect of Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of Issuer or any other Credit Party), (iii) provide the Noteholders and their Representatives copies of all reports, analyses, materials (including, without limitation, any and all confidential memoranda or other work product provided by Advisors to any or all of Issuer, Noteholders and their respective Representatives) and (iv) provide periodic updates on conference calls with Noteholders and/or their Representatives. (e) As soon as practical and in any case on or prior to March 2, 2015, Issuer will deliver to the Noteholders and their Representatives such information reasonably requested by the Noteholders and/or their Representatives, including (i) current cash balance, working capital report (including ageing of any accounts, all current assets and liabilities, and any other liabilities that are reasonably expected to come due within one year), and a monthly cash flow forecast, (ii) updated reserve information, (iii) an update on insurance coverage and any outstanding payment obligations or liabilities that are related to insurance, (iv) an update on plugging and abandonment liabilities, bonding requirements and other regulatory matters, (v) an update with regard to the Harvest Operating / Xxxxxxxx arbitration award, including any plans or actions to appeal the award and when such amounts in respect of the award will become due and owing, whether or not any such appeals are commenced and successful, and (vi) any outstanding strategic alternatives being reviewed by the Credit Parties, including copies of any term sheets, letters of intent or proposals being considered by the Credit Parties associated with such alternatives. As soon as practical and in any case on or prior to March 16, 2015, Issuer will deliver to the Noteholders and their Representatives the 2-year business plan and 2015 budget for the Credit Parties, including an analysis of the various risks and opportunities in such plan and budget. (f) The Credit Parties shall pay or reimburse reasonable out-of-pocket expenses of each of the Noteholders in connection with this Agreement and a restructuring of Issuer, including the reasonable fees and expenses of attorneys and advisors, within 5 Business Days of receipt of an invoice for such expenses. Xxxxxx & Xxxxxxx LLP, as counsel to the Noteholders (“Xxxxxx”), may draw upon the evergreen retainer and replenishments thereof delivered in accordance with Section 4(f) of the Forbearance Agreement with respect to First Lien Indenture, dated as of the date hereof, between Issuer, the other Credit Parties and the Noteholders. (g) As soon as practical and in any case on or prior to March 2, 2015, Issuer shall enter into a written agreement to retain a restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional or similar consultant reporting to the Issuer and the Board of Directors of the Issuer (the “Financial Advisor”) acceptable to the Noteholders, on terms and conditions acceptable to the Noteholders, and at all times during the Forbearance Period Issuer shall continue to retain the Financial Advisor or another advisory firm acceptable to the Noteholders on terms acceptable to the Noteholders. (h) Issuer and each other Credit Party agrees that it shall not, nor shall it permit any direct or indirect subsidiary to, issue any payments outside of the ordinary course of business or voluntarily prepay, redeem or repurchase any principal of, or interest or other amounts owing with respect to, any Indebtedness other than the Obligations during the Forbearance Period. For the purposes of this subsection, the following types of payments shall be considered payments outside of the ordinary course of business, without limitation to types of payments that may be outside of the ordinary course of business but are not specified: (i) distributions or payments on account of equity interests of the Issuer or its affiliates, and (ii) payment of any portion of the Harvest Operating / Xxxxxxxx arbitration award. (i) On or prior to February 5, 2015, Issuer shall prepare and deliver to the Noteholders a 6-week operating budget/cash flow forecast in form and methodology acceptable to the Noteholders (the “Budget”), which shall reflect Issuer’s good faith projection on a line-by-line category basis of all weekly cash receipts and disbursements in connection with the operation of its business during the Forbearance Period. In addition to any and all reporting requirements set forth in the Indenture, on a weekly basis during the Forbearance Period, Issuer shall provide the Noteholders a report, in a form and methodology acceptable to the Noteholders, comparing Issuer’s actual cash receipts and disbursements on a line-by-line category basis for the immediately preceding week in the Budget compared to projected cash receipts and disbursements such categories for such week as set forth in the Budget. Issuer shall at no time during the Forbearance Period (i) make any disbursement of a type that is not included within the line item categories set forth in the Budget or (ii) make disbursements with respect to any particular line item category set forth in the Budget during any week that exceed in the aggregate 15 percent greater than the forecasted total disbursements with respect to such line item for such week as set forth in the Budget; provided, however, that if the aggregate amount of disbursements with respect to any Budget line item for any week are less than the corresponding line item amount for such expenditures set forth in the Budget for such week plus any permitted carry forward with respect to such line item from any prior week covered by the Budget, the difference shall be carried forward and added to the line item amount for such expenditure in the Budget for the following week. For example, if the utilities expenditure line item in the Budget for each week was $15,000 and Issuer spent only $10,000 on utilities in the first week, it could spend up to $20,000 on utilities ($15,000 originally budgeted plus $5,000 carried over from week one) in the second week. If Issuer spent only $10,000 on utilities in the second week, it could spend up to $25,000 ($15,000 originally budgeted plus an aggregate of $10,000 carried over from the weeks one and two) in the third week. Notwithstanding anything in this Section 4(i) to the contrary, Issuer shall not be permitted to carry over any amounts in the Budget for more than 3 weeks without prior written consent of the Noteholders. (j) To the extent that the Credit Parties (x) request that the Noteholders keep confidential any discussions or information to be delivered pursuant to or in connection with this Agreement or (y) will provide information to the Noteholders pursuant to this Agreement that may include material non-public information, on or prior to February 5, 2015, Issuer shall deliver to the Noteholders a confidentiality agreement in form and substance acceptable to the Noteholders and executed by the Issuer, which confidentiality agreement shall permit the Noteholders to make public all information subject to such confidentiality agreement upon the termination of the Forbearance Period. (k) Issuer shall provide written notice to the Noteholders of any action whatsoever by any creditor of any Credit Party (including, without limitation, trade creditors and subordinated secured and unsecured creditors) with respect to the collection or enforcement of debt of, or the commencement or threat of any action against, the Credit Parties or the Collateral, including without limitation (i) any acceleration of indebtedness, (ii) any actual, attempted or threatened filing of an involuntary bankruptcy petition, (iii) any actual, attempted or threatened action to obtain, perfect or continue a purported lien or privilege under Louisiana Oil Well Lien Act (La. R.S. 9:4861, et seq.) or otherwise on any interest of any Credit Party or any part of the Collateral, (iv) any actual, attempted or threatened enforcement of remedies with respect to any purported lien or privilege on any interest of any Credit Party or any part of the Collateral, or (v) any actual or threatened suit against any Credit Party (each, a “Creditor Action”), in each case, within two Business Days of such Creditor Action.

Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto hereby agree to comply with the following terms, conditions and covenants during the Forbearance Period, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Second First Lien Indenture or any other Second First Lien Document: (a) Issuer and each other Credit Party agrees that it shall not enter into any agreement to retain an investment banking firm, crisis manager, restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional without the prior written consent of each of the Noteholders. (b) The Noteholders may engage one or more field auditors to review Issuer’s accounts and bank accounts. If the Noteholders elect to engage such field auditor(s), Issuer and the other Credit Parties shall fully cooperate with the Noteholders’ field auditors and promptly provide all information and materials reasonably requested by such auditors and take all other action reasonably requested by the auditors to enable them to complete their audit. (c) Without limiting the Noteholders’ or Trustee’s rights under the Second First Lien Indenture and other Second First Lien Documents, Issuer and the other Credit Parties hereby agree to: (i) give the Noteholders and their Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of Issuer and the other Credit Parties, (ii) furnish to the Noteholders and their Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) instruct Issuer’s and any other Credit Party’s employees and financial advisors to cooperate reasonably with the Noteholders and their Representatives in respect of the aforementioned clauses (i) and (ii)). For purposes of this Agreement, the term “Representatives” shall mean any Noteholder’s employees, agents, representatives, advisors and consultants (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of Trustee). (d) Each of Issuer and the other Credit Parties shall, and shall cause its officers, directors, employees and advisors to, cooperate fully with the Noteholders and their Representatives in furnishing information as and when reasonably requested by any Noteholder or their Representatives regarding the Collateral or Issuer’s or any other Credit Party’s financial affairs, finances, financial condition, business and operations. Issuer and each other Credit Party authorizes the Noteholders and their Representatives to meet and/or have discussions with any of their officers, directors, employees and advisors from time to time as reasonably requested by any Noteholder or their Representatives to discuss any matters regarding the Collateral or Issuer’s or any other Credit Party’s financial affairs, finances, financial condition, business and operations, and shall direct and authorize all such persons and entities to fully disclose to the Noteholders and their Representatives all information reasonably requested by any Noteholder or their Representatives regarding the foregoing. Issuer and the other Credit Parties each irrevocably authorizes, and shall cause, any financial advisors, consultants, restructuring advisor, chief restructuring officer, crisis manager or investment bankers that are representing any or all of the Credit Parties (collectively, the “Advisors”) to: (i) disclose fully and promptly to the Noteholders and their Representatives all material developments in connection with the efforts of Issuer and Advisors to address the operational, liquidity and other issues adversely affecting the Credit Parties, (ii) regularly consult with, and respond to the inquiries of, Noteholders and their Representatives concerning any and all matters relating to the affairs, finances and businesses of Issuer or any other Credit Party, the assets and capital stock of Issuer or any other Credit Party, any aspect of Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of Issuer or any other Credit Party), (iii) provide the Noteholders and their Representatives copies of all reports, analyses, materials (including, without limitation, any and all confidential memoranda or other work product provided by Advisors to any or all of Issuer, Noteholders and their respective Representatives) and (iv) provide periodic updates on conference calls with Noteholders and/or their Representatives. (e) As soon as practical and in any case on or prior to March 2, 2015, Issuer will deliver to the Noteholders and their Representatives such information reasonably requested by the Noteholders and/or their Representatives, including (i) current cash balance, working capital report (including ageing of any accounts, all current assets and liabilities, and any other liabilities that are reasonably expected to come due within one year), and a monthly cash flow forecast, (ii) updated reserve information, (iii) an update on insurance coverage and any outstanding payment obligations or liabilities that are related to insurance, (iv) an update on plugging and abandonment liabilities, bonding requirements and other regulatory matters, (v) an update with regard to the Harvest Operating / Xxxxxxxx arbitration award, including any plans or actions to appeal the award and when such amounts in respect of the award will become due and owing, whether or not any such appeals are commenced and successful, and (vi) any outstanding strategic alternatives being reviewed by the Credit Parties, including copies of any term sheets, letters of intent or proposals being considered by the Credit Parties associated with such alternatives. As soon as practical and in any case on or prior to March 16, 2015, Issuer will deliver to the Noteholders and their Representatives the 2-year business plan and 2015 budget for the Credit Parties, including an analysis of the various risks and opportunities in such plan and budget. (f) The Credit Parties shall pay or reimburse reasonable out-of-pocket expenses of each of the Noteholders in connection with this Agreement and a restructuring of Issuer, including the reasonable fees and expenses of attorneys and advisors, within 5 Business Days of receipt of an invoice for such expenses. Issuer shall, during the Forbearance Period, provide to Xxxxxx & Xxxxxxx LLP, as counsel to the Noteholders (“Xxxxxx”), may draw upon an amount equal to $75,000 as an evergreen security retainer (the evergreen retainer “Retainer”), which, along with all replenishments thereof, will be held by Xxxxxx as an advance towards its fees and replenishments thereof delivered expenses. Any portion of the Retainer that has not been applied to the reasonable fees and expenses of Xxxxxx in accordance with Section 4(f) this Agreement shall be returned to Issuer upon the expiration of the Forbearance Agreement with respect Period (other than an expiration resulting from the occurrence of a Termination Event, in which case Xxxxxx shall retain such deposit to First Lien Indenture, dated as be applied towards its fees and expenses until the payment in full of the date hereof, between Issuer, the other Credit Parties and the NoteholdersObligations). (g) As soon as practical and in any case on or prior to March 2, 2015, Issuer shall enter into a written agreement to retain a restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional or similar consultant reporting to the Issuer and the Board of Directors of the Issuer (the “Financial Advisor”) acceptable to the Noteholders, on terms and conditions acceptable to the Noteholders, and at all times during the Forbearance Period Issuer shall continue to retain the Financial Advisor or another advisory firm acceptable to the Noteholders on terms acceptable to the Noteholders. (h) Issuer and each other Credit Party agrees that it shall not, nor shall it permit any direct or indirect subsidiary to, issue any payments outside of the ordinary course of business or voluntarily prepay, redeem or repurchase any principal of, or interest or other amounts owing with respect to, any Indebtedness other than the Obligations during the Forbearance Period. For the purposes of this subsection, the following types of payments shall be considered payments outside of the ordinary course of business, without limitation to types of payments that may be outside of the ordinary course of business but are not specified: (i) distributions or payments on account of equity interests of the Issuer or its affiliates, and (ii) payment of any portion of the Harvest Operating / Xxxxxxxx arbitration award. (i) On or prior to February 5, 2015, Issuer shall prepare and deliver to the Noteholders a 6-week operating budget/cash flow forecast in form and methodology acceptable to the Noteholders (the “Budget”), which shall reflect Issuer’s good faith projection on a line-by-line category basis of all weekly cash receipts and disbursements in connection with the operation of its business during the Forbearance Period. In addition to any and all reporting requirements set forth in the Indenture, on a weekly basis during the Forbearance Period, Issuer shall provide the Noteholders a report, in a form and methodology acceptable to the Noteholders, comparing Issuer’s actual cash receipts and disbursements on a line-by-line category basis for the immediately preceding week in the Budget compared to projected cash receipts and disbursements such categories for such week as set forth in the Budget. Issuer shall at no time during the Forbearance Period (i) make any disbursement of a type that is not included within the line item categories set forth in the Budget or (ii) make disbursements with respect to any particular line item category set forth in the Budget during any week that exceed in the aggregate 15 percent greater than the forecasted total disbursements with respect to such line item for such week as set forth in the Budget; provided, however, that if the aggregate amount of disbursements with respect to any Budget line item for any week are less than the corresponding line item amount for such expenditures set forth in the Budget for such week plus any permitted carry forward with respect to such line item from any prior week covered by the Budget, the difference shall be carried forward and added to the line item amount for such expenditure in the Budget for the following week. For example, if the utilities expenditure line item in the Budget for each week was $15,000 and Issuer spent only $10,000 on utilities in the first week, it could spend up to $20,000 on utilities ($15,000 originally budgeted plus $5,000 carried over from week one) in the second week. If Issuer spent only $10,000 on utilities in the second week, it could spend up to $25,000 ($15,000 originally budgeted plus an aggregate of $10,000 carried over from the weeks one and two) in the third week. Notwithstanding anything in this Section 4(i) to the contrary, Issuer shall not be permitted to carry over any amounts in the Budget for more than 3 weeks without prior written consent of the Noteholders. (j) To the extent that the Credit Parties (x) request that the Noteholders keep confidential any discussions or information to be delivered pursuant to or in connection with this Agreement or (y) will provide information to the Noteholders pursuant to this Agreement that may include material non-public information, on or prior to February 5, 2015, Issuer shall deliver to the Noteholders a confidentiality agreement in form and substance acceptable to the Noteholders and executed by the Issuer, which confidentiality agreement shall permit the Noteholders to make public all information subject to such confidentiality agreement upon the termination of the Forbearance Period. (k) On or prior to February 2, 2015, (i) Issuer shall have paid interest that is past due, together with interest at the Default Rate, due under the First Lien Indenture, which past due interest is in the amount of $1,378,650 (as set forth in Section 2 of this Agreement), and (ii) the Noteholders shall have received evidence of payment of the Retainer to be paid pursuant to Section 4(f) hereof (the foregoing sub-clauses (i) and (ii), together, the “Forbearance Payments”). (l) Issuer shall provide written notice to the Noteholders of any action whatsoever by any creditor of any Credit Party (including, without limitation, trade creditors and subordinated secured and unsecured creditors) with respect to the collection or enforcement of debt of, or the commencement or threat of any action against, the Credit Parties or the Collateral, including without limitation (i) any acceleration of indebtedness, (ii) any actual, attempted or threatened filing of an involuntary bankruptcy petition, (iii) any actual, attempted or threatened action to obtain, perfect or continue a purported lien or privilege under Louisiana Oil Well Lien Act (La. R.S. 9:4861, et seq.) or otherwise on any interest of any Credit Party or any part of the Collateral, (iv) any actual, attempted or threatened enforcement of remedies with respect to any purported lien or privilege on any interest of any Credit Party or any part of the Collateral, or (v) any actual or threatened suit against any Credit Party (each, a “Creditor Action”), in each case, within two Business Days of such Creditor Action.

Supplemental Terms, Conditions and Covenants During the Forbearance Period. The parties hereto In order to induce the Noteholders to forbear from the exercise of their rights and remedies as set forth in this Agreement, the Credit Parties hereby agree to comply with the following terms, conditions and covenants during the Forbearance Periodcovenants, in each case notwithstanding any provision to the contrary set forth in this Agreement, the Second Lien Indenture or any other Second Lien Loan Document: (a) Issuer and each other Credit Party agrees that it shall not enter into any agreement to retain an investment banking firm, crisis manager, restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional without the prior written consent of each of the Noteholders. (b) The Noteholders may engage one or more field auditors to review Issuer’s accounts and bank accounts. If the Noteholders elect to engage such field auditor(s), Issuer and the other Credit Parties shall fully cooperate with the Noteholders’ field auditors and promptly provide all information and materials reasonably requested by such auditors and take all other action reasonably requested by the auditors to enable them to complete their audit. (c) Without limiting the Noteholders’ or Trustee’s rights under the Second Lien Indenture and other Second Lien Documents, Issuer and the other Credit Parties hereby agree to: (i) give the Noteholders and their Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other representatives, books and records of Issuer and the other Credit Parties, (ii) furnish to the Noteholders and their Representatives such financial, operating and property related data and other information as such persons reasonably request, and (iii) instruct Issuer’s and any other Credit Party’s employees and financial advisors to cooperate reasonably with the Noteholders and their Representatives in respect of the aforementioned clauses (i) and (ii)). For purposes of this Agreement, the term “Representatives” shall mean any Noteholder’s employees, agents, representatives, advisors and consultants (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of Trustee). (d) Each of Issuer and the other Credit Parties shall, and shall cause its officers, directors, employees and advisors to, cooperate fully with the Noteholders and their Representatives in furnishing information as and when reasonably requested by any Noteholder or their Representatives representatives regarding the Collateral or Issuer’s or any other Credit Party’s financial affairs, finances, financial condition, business and operations. Issuer and each other Credit Party authorizes The Noteholders shall have reasonable access during normal business hours to the Noteholders and their Representatives to meet and/or have discussions with any of their offices, properties, officers, directorskey employees, employees and advisors from time to time as reasonably requested by any Noteholder or their Representatives to discuss any matters regarding the Collateral or Issuer’s or any other Credit Party’s financial affairsaccountants, finances, financial condition, business and operationsauditors, and shall direct other representatives, books and authorize all such persons and entities to fully disclose to the Noteholders and their Representatives all information reasonably requested by any Noteholder or their Representatives regarding the foregoing. Issuer and the other Credit Parties each irrevocably authorizes, and shall cause, any financial advisors, consultants, restructuring advisor, chief restructuring officer, crisis manager or investment bankers that are representing any or all records of the Credit Parties (collectively, during the “Advisors”) to: (i) disclose fully and promptly to the Noteholders and their Representatives all material developments in connection with the efforts of Issuer and Advisors to address the operational, liquidity and other issues adversely affecting the Credit Parties, (ii) regularly consult with, and respond to the inquiries of, Noteholders and their Representatives concerning any and all matters relating to the affairs, finances and businesses of Issuer or any other Credit Party, the assets and capital stock of Issuer or any other Credit Party, any aspect of Advisors’ activities related thereto (including, without limitation, communications outside the presence of any representatives of Issuer or any other Credit Party), (iii) provide the Noteholders and their Representatives copies of all reports, analyses, materials (including, without limitation, any and all confidential memoranda or other work product provided by Advisors to any or all of Issuer, Noteholders and their respective Representatives) and (iv) provide periodic updates on conference calls with Noteholders and/or their Representatives.Forbearance Period; (eb) As soon as practical and in any case on or prior to March 2, 2015, Issuer The Credit Parties will deliver to the Noteholders and their Representatives such information reasonably requested by the Noteholders and/or their Representativesa detailed, including (i) current weekly cash balance, working capital report (including ageing of any accounts, all current assets and liabilities, and any other liabilities that are reasonably expected to come due within one year), and a monthly cash flow forecast, (ii) updated reserve information, (iii) an update on insurance coverage and any outstanding payment obligations or liabilities that are related to insurance, (iv) an update on plugging and abandonment liabilities, bonding requirements and other regulatory matters, (v) an update with regard to the Harvest Operating / Xxxxxxxx arbitration award, including any plans or actions to appeal the award and when such amounts in respect of the award will become due and owing, whether or not any such appeals are commenced and successful, and (vi) any outstanding strategic alternatives being reviewed by the Credit Parties, including copies of any term sheets, letters of intent or proposals being considered by budget setting forth the Credit Parties associated with such alternatives. As soon as practical and in any case on or prior to March projected weekly expenses through the week ended May 16, 2015, Issuer will deliver to the Noteholders and their Representatives the 2-year business plan and 2015 budget for the Credit Parties, including an analysis of the various risks and opportunities in such plan and budget. (f) The Credit Parties which shall pay or reimburse reasonable out-of-pocket expenses of each of the Noteholders in connection with this Agreement and permit a restructuring of Issuer, including the reasonable fees and expenses of attorneys and advisors, within 5 Business Days of receipt of an invoice for such expenses. Xxxxxx & Xxxxxxx LLP, as counsel to the Noteholders (“Xxxxxx”), may draw upon the evergreen retainer and replenishments thereof delivered in accordance with Section 4(f) of the Forbearance Agreement with respect to First Lien Indenture, dated as of the date hereof, between Issuer, the other Credit Parties and the Noteholders. (g) As soon as practical and in any case variance that is no less favorable than a 10% negative cumulative variance on or prior to March 2, 2015, Issuer shall enter into a written agreement to retain a restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional or similar consultant reporting to the Issuer and the Board of Directors of the Issuer (rolling basis based on the “Financial Advisor”) acceptable to the Noteholders, on terms ending cash” line and conditions acceptable to the Noteholders, and at all times during the Forbearance Period Issuer shall continue to retain the Financial Advisor or another advisory firm acceptable to the Noteholders on terms acceptable to the Noteholders. (h) Issuer and each other Credit Party agrees that it shall not, nor shall it permit excluding any direct or indirect subsidiary to, issue any payments outside of the ordinary course of business or voluntarily prepay, redeem or repurchase any principal of, or interest or other amounts owing with respect to, any Indebtedness other than the Obligations during the Forbearance Period. For the purposes of this subsection, the following types of payments shall be considered payments outside of the ordinary course of business, without limitation to types of payments that may be outside of the ordinary course of business but are not specified: (i) distributions or payments on account of equity interests of the Issuer or its affiliates, and (ii) payment of any portion of the Harvest Operating / Xxxxxxxx arbitration award. (i) On or prior to February 5, 2015, Issuer shall prepare and deliver to the Noteholders a 6-week operating budget/cash flow forecast in form and methodology acceptable to variance previously approved by the Noteholders (the “Budget”)) in a form and methodology satisfactory to the Noteholders, an initial version of which shall reflect Issuer’s good faith projection on a line-by-line category basis of all weekly cash receipts has been provided to and disbursements in connection with approved by the operation of its business during the Forbearance PeriodNoteholders. In addition to any and all reporting requirements set forth in the Indenture, on a weekly basis during the Forbearance Period, Issuer the Credit Parties shall provide the Noteholders a report, in a form and methodology acceptable to the Noteholders, comparing Issuer’s the Credit Parties’ actual cash receipts and disbursements on a line-by-line category basis for the immediately preceding week in the Budget compared to projected cash receipts and disbursements such categories for such week as set forth in the Budget. The Credit Parties shall only make expenditures that are in accordance with the Budget. The Credit Parties may not modify the Budget without the consent of the Noteholders; (c) On April 6, 2015, and each Monday thereafter during the Forbearance Period, the Credit Parties will deliver to the Noteholders the following weekly financial reports as of the close of business for the immediately preceding calendar week, all in form, content and detail satisfactory Noteholders: (i) an accounts receivable aging report; (ii) a cash receipts report; (iii) an accounts payable aging report; and (iv) a report of accounts payable and accrued liabilities; (d) As soon as practicable and in any case on or prior to April 10, 2015, the Issuer shall at no time enter into a written agreement reasonably acceptable to the Noteholders, on terms and conditions reasonably acceptable to the Noteholders, to retain a restructuring advisor, temporary chief financial officer, consultant, financial advisor and/or other third-party professional or similar consultant reasonably acceptable to the Noteholders (the “Financial Advisor”), who shall report to the Board of Directors of Issuer. All times during the Forbearance Period Issuer shall continue to retain the Financial Advisor acceptable to the Noteholders on terms and conditions reasonably acceptable to the Noteholders; (ie) make any disbursement of a type that is not included within During the line item categories set forth in the Budget or (ii) make disbursements with respect to any particular line item category set forth in the Budget during any week that exceed in the aggregate 15 percent greater than the forecasted total disbursements with respect to such line item for such week as set forth in the Budget; provided, however, that if the aggregate amount of disbursements with respect to any Budget line item for any week are less than the corresponding line item amount for such expenditures set forth in the Budget for such week plus any permitted carry forward with respect to such line item from any prior week covered by the BudgetForbearance Period, the difference shall be carried forward and added to the line item amount for such expenditure in the Budget for the following week. For example, if the utilities expenditure line item in the Budget for each week was $15,000 and Issuer spent only $10,000 on utilities in the first week, it could spend up to $20,000 on utilities ($15,000 originally budgeted plus $5,000 carried over from week one) in the second week. If Issuer spent only $10,000 on utilities in the second week, it could spend up to $25,000 ($15,000 originally budgeted plus an aggregate of $10,000 carried over from the weeks one and two) in the third week. Notwithstanding anything in this Section 4(i) to the contrary, Issuer Credit Parties shall not be permitted to carry over sell, assign, transfer, lease or sublease any amounts in assets owned, maintained, leased or otherwise controlled by any of them outside of the Budget for more than 3 weeks without ordinary course of business, unless or until they obtain the prior written consent of Noteholders, which consent may be withheld by any Noteholder in its sole discretion; (f) During the Forbearance Period, the Credit Parties shall (i) continue to pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all of its liabilities and obligations arising in the ordinary course of business during the Forbearance Period as contemplated by the Budget, and (ii) without duplication of (i), not default on any of its obligations to any third party, the payment or satisfaction of which is contemplated by the Budget; (g) During the Forbearance Period, the Credit Parties shall not grant a security interest in any of their assets to other creditors without the prior written approval of the Noteholders., which consent may be withheld by any Noteholder in its sole discretion; (h) The Credit Parties shall not make any payment to holders of Notes in total or partial satisfaction of the Remaining Accrued and Unpaid Interest amount without the consent of each of the Noteholders; (i) The Credit Parties shall immediately notify the Noteholders in writing if any person or entity asserts any lien, encumbrance, security interest, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of control) against any of them or any of their property or assets (each, an “Adverse Claim”) promptly when the Credit Parties learn of such Adverse Claim; (j) To the extent that the The Credit Parties (x) request that shall immediately notify the Noteholders keep confidential any discussions or information to be delivered pursuant to or in connection with this Agreement or (y) will provide information to the Noteholders pursuant to this Agreement that may include material non-public information, on or prior to February 5, 2015, Issuer shall deliver to the Noteholders a confidentiality agreement in form and substance acceptable to the Noteholders and executed by the Issuer, which confidentiality agreement shall permit the Noteholders to make public all information subject to such confidentiality agreement upon the termination of the Forbearance Period. (k) Issuer shall provide written notice to the Noteholders writing of any action whatsoever by any creditor of any the Credit Party Parties (including, without limitation, trade creditors and subordinated secured and unsecured creditors) with respect to the collection or enforcement of debt of, or the commencement or threat of any action against, the Credit Parties or the Collateral, including without limitation including, but not limited to, the (i) any acceleration of indebtedness, (ii) any actual, attempted attempted, or threatened filing of an involuntary bankruptcy petition, (iii) any the actual, attempted attempted, or threatened action termination of, or withholding of services under, an executory contract between the Credit Parties and such creditor; (k) The Credit Parties shall continue to obtainperform and observe all covenants, perfect or continue a purported lien or privilege under Louisiana Oil Well Lien Act (La. R.S. 9:4861, et seq.) or otherwise on any interest of any Credit Party or any part terms and conditions in and other obligations contained in all of the CollateralLoan Documents and this Agreement, (iv) any actual, attempted or threatened enforcement of remedies except with respect to any purported lien or privilege on any interest the Specified Defaults; (l) The Credit Parties shall deposit all cash, cash equivalents, checks, notes, drafts, instruments, refunds, deposits, production proceeds attributable to oil and gas proceeds and all other proceeds of any Collateral into “Controlled Accounts,” as such term is defined under the SunTrust Credit Party or any part Agreement; (m) If the Credit Parties determine to file voluntary petitions for relief under title 11 of chapter 11 of the CollateralUnited States Code, or the Credit Parties agree that they shall use their reasonable efforts to file such petitions in the United States Bankruptcy Court for the Southern District of New York; (vn) any actual or threatened suit against any The Credit Party Parties shall continue to be bound by and comply with the terms of that certain letter agreement between the Issuer and Axxxxxx Xxxxx LLP, dated as of March 6, 2015; and (eacho) The Credit Parties shall continue to be bound by and comply with the terms of the non-disclosure agreements between the Issuer and each Noteholder, a “Creditor Action”)each of which are dated as of March 22, in each case, within two Business Days of such Creditor Action2015.