Common use of The Settlement Clause in Contracts

The Settlement. Intercreditor Settlement In accordance with and subject to the terms and conditions of the PSA, the PSA and the chapter 11 plan described herein (the “Plan”) shall be proposed and supported by the Company in its Chapter 11 Cases and shall incorporate and implement the terms of the intercreditor settlement (the “Settlement”) among the Company, the Administrative Agent, the 2012 Credit Facility Lenders, the members of the Second Lien Group, and the members of the Cross-Over Group as described below: · agreement among the Parties on a valuation allocation with respect to the Company’s assets that are encumbered by valid, perfected and enforceable liens (the “Prepetition Collateral”) and any of the Company’s assets that are unencumbered as of the Petition Date (as defined below) (the “Unencumbered Assets”), such that the New Midstates Equity (as defined below) will be allocated ninety-two and nine-tenths percent (92.9%) on account of Prepetition Collateral and seven and one-tenth percent (7.1%) on account of Unencumbered Assets, which valuation allocation reflects the Debtors good faith determination of their encumbered and unencumbered assets as of August 23, 2016; provided that the Administrative Agent, on behalf of the 2012 Credit Facility Lenders, and the Second Lien Trustee, on behalf of the Second Lien Noteholders, shall be granted a provisional claim and lien on the Unencumbered Assets as part of their respective adequate protection packages under the cash collateral order to be entered by the Court at the outset of the Chapter 11 Cases, which adequate protection claim and lien shall be waived only if the Settlement is consummated. · agreement by the Administrative Agent, the 2012 Credit Facility Lenders, the Second Lien Trustee and the Second Lien Lenders to waive any adequate protection claim, under section 507(b) of the Bankruptcy Code or otherwise, as it relates to any diminution in value with respect to the Prepetition Collateral, solely to the extent that such adequate protection claim would otherwise be satisfied through a claim against and lien on the Unencumbered Assets (the “Diminution in Value Claim”); provided, however, that in the event of any challenge to the Settlement and/or the Plan by the statutory committee of unsecured creditors appointed in the Company’s Chapter 11 Cases (the “Committee”), any Unsecured Noteholder or any General Unsecured Creditor (and together with the Committee and the Unsecured Noteholders, the “General Unsecured Parties”), the Diminution in Value Claim will not be waived, the contingent adequate protection claim and lien will attach to the Unencumbered Assets, and will include, without limitation, all estate fees and costs associated with any General Unsecured Party’s challenge to the Settlement or the Plan (i.e., a dollar-for-dollar reduction will occur in the value of the recovery for the General Unsecured Creditors and the Unsecured Noteholders for the fees and costs incurred or reimbursed by the Debtors’ estates in connection with defending or prosecuting any such challenge); · agreement by the Second Lien Noteholders and the Third Lien Noteholders to waive any deficiency claims otherwise assertable as General Unsecured Claims (the “Noteholder Deficiency Claims”) or giving rise to the right to share pro rata in any distribution available to holders of General Unsecured Claims, including the Noteholders; provided, however, that in the event of any challenge to the Settlement and/or the Plan by any General Unsecured Party, the Noteholder Deficiency Claims shall share pro rata in any recovery available to the class of General Unsecured Creditors; · agreement by: (i) the Third Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan, and any and all claims, causes of action or other challenges against the Second Lien Noteholders and the Second Lien Trustee (the “Second Lien Secured Parties”) regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Noteholders and the Third Lien Trustee (the “Third Lien Secured Parties”), including, without limitation, valuation issues and any rights of the Third Lien Noteholders as General Unsecured Creditors (the “Third Lien Waiver”), (ii) the Second Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan,(1) and any and all claims, causes of action or other challenges against the Third Lien Secured Parties regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Secured Parties, including, without limitation, valuation issues and any rights of the Second Lien Noteholders as General Unsecured Creditors (the “Second Lien Waiver” and, together with the Third Lien Waiver, the “Waivers”), and (iii) the Second Lien Noteholders that the Third Lien Noteholders shall receive through the Plan their pro rata share of two and one-half percent (2.5%) of the equity interests in Reorganized Midstates (the “New Midstates Equity”) and 3.5-year, out of the money, standard warrants (the “Warrants”) for fifteen percent (15%) of the New Midstates Equity struck at a strike price of $600 million (the “Third Lien Intercreditor Settlement” and, together with the Waivers, the “Second/Third Lien Plan Settlement”), provided that the PSA remains in full force and effect. The Waivers are granted by the Second Lien Noteholders and the Third Lien Noteholders in consideration of the Second Lien Noteholders and Third Lien Noteholders’ willingness to enter into the Third Lien Intercreditor Settlement. The Debtors shall use their commercially reasonable efforts to obtain language in the order approving the Disclosure Statement providing that the Waivers shall be binding on the Second Lien Secured Parties and the Third Lien Secured Parties to the extent the PSA remains in full force and effect. The Plan filed on or about the Petition Date will be consistent in all material respects with the terms of the Settlement. If the Settlement is not approved in connection with confirmation of the Plan, the Plan (pursuant to its terms) will be automatically deemed modified to exclude: (i) the Third Lien Intercreditor Settlement and (ii) the waiver of (a) the Diminution in Value Claim and (b) the Noteholder Deficiency Claims by the 2012 Credit Facility Lenders, the Second Lien Noteholders, and the Third Lien Noteholders (as applicable). To the extent the Settlement is not approved in connection with confirmation of the Plan, the Diminution in Value Claim, including all fees and costs associated with defending any challenge to the

The Settlement. Intercreditor A. The Settlement In accordance Amount consists of the following: 1. All monies received from the sale of the Diamond Ring, as defined and detailed in Section IIIA below; 2. All monies received from the sale of the Property, as defined and detailed in Section IIIB below; 3. All monies received from the sale of the cryptocurrency marshalled by the Receiver and as initially described in Second Report of Receiver Xxxxx X. Xxxxxx (D.E. 60); 4. All monies received from the sale of personal property marshalled by the Receiver and as initially described in Second Report of Receiver Xxxxx X. Xxxxxx (D.E. 60); 5. All monies received from the sale of an Infiniti QX60, as detailed in the Receiver’s Motion for Authority to Liquidate Infiniti QX60 (see D.E. 64); 6. The Ridgewood Payment;1 and 7. Any other assets and monies obtained by Plaintiffs’ Lead Counsel or Receiver for the benefit of the Settlement Class. B. The Escrow Agent shall deposit the Settlement Amount plus any accrued interest thereon in a segregated escrow account (the "Escrow Account") established and maintained by the Escrow Agent, with the exception that the Ridgewood Payment shall be held in The Trust Account of Wites & Xxxxxxx, P.A. Any interest earned on the Settlement Amount shall become and remain part of the Settlement Amount. C. The Settlement Fund shall be applied as follows: 1. To pay all the costs and expenses reasonably and actually incurred in connection with providing notice, locating Class Members, soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Claim Forms, and paying escrow fees and costs, if any; 1 The Ridgewood Payment is the only portion of the Settlement Amount that is an obligation of Ridgewood. All other components of the Settlement Amount are obligations of Defendant Xxxxxxx and monies and property obtained by Receiver and Class Counsel, as set forth in the Xxxxxxx’ Class Action Settlement Agreement. 2. To pay the Taxes and Tax Expenses of the Escrow Account; 3. To pay attorneys' fees and expenses of Plaintiffs’ Lead Counsel, Receiver, Receiver’s Counsel, and to pay Plaintiffs Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx their incentive awards, if and to the extent allowed by the Court; 4. After the Effective Date, to distribute the Net Settlement Fund to the Settlement Class Members as allowed by this Agreement in the Plan of Allocation and subject to the terms and conditions approval of the PSACourt; and 5. To pay the balance which still remains in the Net Settlement Fund, if any, to an appropriate non-profit organization as allowed by this Agreement in the PSA Plan of Allocation and subject to the chapter 11 plan described herein (the “Plan”) shall be proposed and supported by the Company in its Chapter 11 Cases and shall incorporate and implement the terms approval of the intercreditor settlement (the “Settlement”) among the Company, the Administrative Agent, the 2012 Credit Facility Lenders, the members of the Second Lien Group, and the members of the Cross-Over Group as described below: · agreement among the Parties on a valuation allocation with respect to the Company’s assets that are encumbered by valid, perfected and enforceable liens (the “Prepetition Collateral”) and any of the Company’s assets that are unencumbered as of the Petition Date (as defined below) (the “Unencumbered Assets”), such that the New Midstates Equity (as defined below) will be allocated ninety-two and nine-tenths percent (92.9%) on account of Prepetition Collateral and seven and one-tenth percent (7.1%) on account of Unencumbered Assets, which valuation allocation reflects the Debtors good faith determination of their encumbered and unencumbered assets as of August 23, 2016; provided that the Administrative Agent, on behalf of the 2012 Credit Facility Lenders, and the Second Lien Trustee, on behalf of the Second Lien Noteholders, shall be granted a provisional claim and lien on the Unencumbered Assets as part of their respective adequate protection packages under the cash collateral order to be entered by the Court at the outset of the Chapter 11 Cases, which adequate protection claim and lien shall be waived only if the Settlement is consummated. · agreement by the Administrative Agent, the 2012 Credit Facility Lenders, the Second Lien Trustee and the Second Lien Lenders to waive any adequate protection claim, under section 507(b) of the Bankruptcy Code or otherwise, as it relates to any diminution in value with respect to the Prepetition Collateral, solely to the extent that such adequate protection claim would otherwise be satisfied through a claim against and lien on the Unencumbered Assets (the “Diminution in Value Claim”); provided, however, that in the event of any challenge to the Settlement and/or the Plan by the statutory committee of unsecured creditors appointed in the Company’s Chapter 11 Cases (the “Committee”), any Unsecured Noteholder or any General Unsecured Creditor (and together with the Committee and the Unsecured Noteholders, the “General Unsecured Parties”), the Diminution in Value Claim will not be waived, the contingent adequate protection claim and lien will attach to the Unencumbered Assets, and will include, without limitation, all estate fees and costs associated with any General Unsecured Party’s challenge to the Settlement or the Plan (i.e., a dollar-for-dollar reduction will occur in the value of the recovery for the General Unsecured Creditors and the Unsecured Noteholders for the fees and costs incurred or reimbursed by the Debtors’ estates in connection with defending or prosecuting any such challenge); · agreement by the Second Lien Noteholders and the Third Lien Noteholders to waive any deficiency claims otherwise assertable as General Unsecured Claims (the “Noteholder Deficiency Claims”) or giving rise to the right to share pro rata in any distribution available to holders of General Unsecured Claims, including the Noteholders; provided, however, that in the event of any challenge to the Settlement and/or the Plan by any General Unsecured Party, the Noteholder Deficiency Claims shall share pro rata in any recovery available to the class of General Unsecured Creditors; · agreement by: (i) the Third Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan, and any and all claims, causes of action or other challenges against the Second Lien Noteholders and the Second Lien Trustee (the “Second Lien Secured Parties”) regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Noteholders and the Third Lien Trustee (the “Third Lien Secured Parties”), including, without limitation, valuation issues and any rights of the Third Lien Noteholders as General Unsecured Creditors (the “Third Lien Waiver”), (ii) the Second Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan,(1) and any and all claims, causes of action or other challenges against the Third Lien Secured Parties regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Secured Parties, including, without limitation, valuation issues and any rights of the Second Lien Noteholders as General Unsecured Creditors (the “Second Lien Waiver” and, together with the Third Lien Waiver, the “Waivers”), and (iii) the Second Lien Noteholders that the Third Lien Noteholders shall receive through the Plan their pro rata share of two and one-half percent (2.5%) of the equity interests in Reorganized Midstates (the “New Midstates Equity”) and 3.5-year, out of the money, standard warrants (the “Warrants”) for fifteen percent (15%) of the New Midstates Equity struck at a strike price of $600 million (the “Third Lien Intercreditor Settlement” and, together with the Waivers, the “Second/Third Lien Plan Settlement”), provided that the PSA remains in full force and effect. The Waivers are granted by the Second Lien Noteholders and the Third Lien Noteholders in consideration of the Second Lien Noteholders and Third Lien Noteholders’ willingness to enter into the Third Lien Intercreditor Settlement. The Debtors shall use their commercially reasonable efforts to obtain language in the order approving the Disclosure Statement providing that the Waivers shall be binding on the Second Lien Secured Parties and the Third Lien Secured Parties to the extent the PSA remains in full force and effect. The Plan filed on or about the Petition Date will be consistent in all material respects with the terms of the Settlement. If the Settlement is not approved in connection with confirmation of the Plan, the Plan (pursuant to its terms) will be automatically deemed modified to exclude: (i) the Third Lien Intercreditor Settlement and (ii) the waiver of (a) the Diminution in Value Claim and (b) the Noteholder Deficiency Claims by the 2012 Credit Facility Lenders, the Second Lien Noteholders, and the Third Lien Noteholders (as applicable). To the extent the Settlement is not approved in connection with confirmation of the Plan, the Diminution in Value Claim, including all fees and costs associated with defending any challenge to theCourt.

The Settlement. Intercreditor A. The Settlement In accordance Amount consists of the following: 1. All monies received from the sale of the Diamond Ring, as defined and detailed in Section IIIA below; 2. All monies received from the sale of the Property, as defined and detailed in Section IIIB below; 3. All monies received from the sale of the cryptocurrency marshalled by the Receiver and as initially described in Second Report of Receiver Xxxxx X. Xxxxxx (D.E. 60); 4. All monies received from the sale of personal property marshalled by the Receiver and as initially described in Second Report of Receiver Xxxxx X. Xxxxxx (D.E. 60); 5. All monies received from the sale of an Infiniti QX60, as detailed in the Receiver’s Motion for Authority to Liquidate Infiniti QX60 (see D.E. 64); and 6. Any other assets and monies obtained by Plaintiffs’ Lead Counsel or Receiver for the benefit of the Settlement Class. B. The Escrow Agent shall deposit the Settlement Amount plus any accrued interest thereon in a segregated escrow account (the "Escrow Account") established and maintained by the Escrow Agent. Any interest earned on the Settlement Amount shall become and remain part of the Settlement Amount. C. The Settlement Fund shall be applied as follows: 1. To pay all the costs and expenses reasonably and actually incurred in connection with providing notice, locating Class Members, soliciting Class claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, processing Claim Forms, and paying escrow fees and costs, if any; 2. To pay the Taxes and Tax Expenses of the Escrow Account; 3. To pay attorneys' fees and expenses of Plaintiffs’ Lead Counsel, Receiver, Receiver’s Counsel, and to pay Plaintiffs Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx their incentive awards, if and to the extent allowed by the Court; 4. After the Effective Date, to distribute the Net Settlement Fund to the Settlement Class Members as allowed by this Agreement in the Plan of Allocation and subject to the terms and conditions approval of the PSACourt; and 5. To pay the balance which still remains in the Net Settlement Fund, if any, to an appropriate non-profit organization as allowed by this Agreement in the PSA Plan of Allocation and subject to the chapter 11 plan described herein (the “Plan”) shall be proposed and supported by the Company in its Chapter 11 Cases and shall incorporate and implement the terms approval of the intercreditor settlement (the “Settlement”) among the Company, the Administrative Agent, the 2012 Credit Facility Lenders, the members of the Second Lien Group, and the members of the Cross-Over Group as described below: · agreement among the Parties on a valuation allocation with respect to the Company’s assets that are encumbered by valid, perfected and enforceable liens (the “Prepetition Collateral”) and any of the Company’s assets that are unencumbered as of the Petition Date (as defined below) (the “Unencumbered Assets”), such that the New Midstates Equity (as defined below) will be allocated ninety-two and nine-tenths percent (92.9%) on account of Prepetition Collateral and seven and one-tenth percent (7.1%) on account of Unencumbered Assets, which valuation allocation reflects the Debtors good faith determination of their encumbered and unencumbered assets as of August 23, 2016; provided that the Administrative Agent, on behalf of the 2012 Credit Facility Lenders, and the Second Lien Trustee, on behalf of the Second Lien Noteholders, shall be granted a provisional claim and lien on the Unencumbered Assets as part of their respective adequate protection packages under the cash collateral order to be entered by the Court at the outset of the Chapter 11 Cases, which adequate protection claim and lien shall be waived only if the Settlement is consummated. · agreement by the Administrative Agent, the 2012 Credit Facility Lenders, the Second Lien Trustee and the Second Lien Lenders to waive any adequate protection claim, under section 507(b) of the Bankruptcy Code or otherwise, as it relates to any diminution in value with respect to the Prepetition Collateral, solely to the extent that such adequate protection claim would otherwise be satisfied through a claim against and lien on the Unencumbered Assets (the “Diminution in Value Claim”); provided, however, that in the event of any challenge to the Settlement and/or the Plan by the statutory committee of unsecured creditors appointed in the Company’s Chapter 11 Cases (the “Committee”), any Unsecured Noteholder or any General Unsecured Creditor (and together with the Committee and the Unsecured Noteholders, the “General Unsecured Parties”), the Diminution in Value Claim will not be waived, the contingent adequate protection claim and lien will attach to the Unencumbered Assets, and will include, without limitation, all estate fees and costs associated with any General Unsecured Party’s challenge to the Settlement or the Plan (i.e., a dollar-for-dollar reduction will occur in the value of the recovery for the General Unsecured Creditors and the Unsecured Noteholders for the fees and costs incurred or reimbursed by the Debtors’ estates in connection with defending or prosecuting any such challenge); · agreement by the Second Lien Noteholders and the Third Lien Noteholders to waive any deficiency claims otherwise assertable as General Unsecured Claims (the “Noteholder Deficiency Claims”) or giving rise to the right to share pro rata in any distribution available to holders of General Unsecured Claims, including the Noteholders; provided, however, that in the event of any challenge to the Settlement and/or the Plan by any General Unsecured Party, the Noteholder Deficiency Claims shall share pro rata in any recovery available to the class of General Unsecured Creditors; · agreement by: (i) the Third Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan, and any and all claims, causes of action or other challenges against the Second Lien Noteholders and the Second Lien Trustee (the “Second Lien Secured Parties”) regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Noteholders and the Third Lien Trustee (the “Third Lien Secured Parties”), including, without limitation, valuation issues and any rights of the Third Lien Noteholders as General Unsecured Creditors (the “Third Lien Waiver”), (ii) the Second Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan,(1) and any and all claims, causes of action or other challenges against the Third Lien Secured Parties regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Secured Parties, including, without limitation, valuation issues and any rights of the Second Lien Noteholders as General Unsecured Creditors (the “Second Lien Waiver” and, together with the Third Lien Waiver, the “Waivers”), and (iii) the Second Lien Noteholders that the Third Lien Noteholders shall receive through the Plan their pro rata share of two and one-half percent (2.5%) of the equity interests in Reorganized Midstates (the “New Midstates Equity”) and 3.5-year, out of the money, standard warrants (the “Warrants”) for fifteen percent (15%) of the New Midstates Equity struck at a strike price of $600 million (the “Third Lien Intercreditor Settlement” and, together with the Waivers, the “Second/Third Lien Plan Settlement”), provided that the PSA remains in full force and effect. The Waivers are granted by the Second Lien Noteholders and the Third Lien Noteholders in consideration of the Second Lien Noteholders and Third Lien Noteholders’ willingness to enter into the Third Lien Intercreditor Settlement. The Debtors shall use their commercially reasonable efforts to obtain language in the order approving the Disclosure Statement providing that the Waivers shall be binding on the Second Lien Secured Parties and the Third Lien Secured Parties to the extent the PSA remains in full force and effect. The Plan filed on or about the Petition Date will be consistent in all material respects with the terms of the Settlement. If the Settlement is not approved in connection with confirmation of the Plan, the Plan (pursuant to its terms) will be automatically deemed modified to exclude: (i) the Third Lien Intercreditor Settlement and (ii) the waiver of (a) the Diminution in Value Claim and (b) the Noteholder Deficiency Claims by the 2012 Credit Facility Lenders, the Second Lien Noteholders, and the Third Lien Noteholders (as applicable). To the extent the Settlement is not approved in connection with confirmation of the Plan, the Diminution in Value Claim, including all fees and costs associated with defending any challenge to theCourt.

The Settlement. Intercreditor Settlement In accordance with and subject to the terms and conditions of the PSA, the PSA and the chapter 11 plan described herein (the “Plan”) shall be proposed and supported by the Company in its Chapter 11 Cases and shall incorporate and implement the terms of the intercreditor settlement (the “Settlement”) among the Company, the Administrative Agent, the 2012 Credit Facility Lenders, the members of the Second Lien Group, and the members of the Cross-Over Group as described below: · agreement among the Parties on a valuation allocation with respect to the Company’s assets that are encumbered by valid, perfected and enforceable liens (the “Prepetition Collateral”) and any of the Company’s assets that are unencumbered as of the Petition Date (as defined below) (the “Unencumbered Assets”), such that the New Midstates Equity (as defined below) will be allocated ninety-two eighttwo and nineeightnine-tenths percent (92.998.892.9%) on account of Prepetition Collateral and seven and oneone and two-tenths-tenth percent (7.17.1.2%) on account of Unencumbered Assets, which valuation allocation reflects the Debtors good faith determination of their encumbered and unencumbered assets as of August the Petition DateAugust 23, 2016; provided that the Administrative Agent, on behalf of the 2012 Credit Facility Lenders, and the Second Lien Trustee, on behalf of the Second Lien Noteholders, shall be granted a provisional claim and lien on the Unencumbered Assets as part of their respective adequate protection packages under the cash collateral order to be entered by the Court at the outset of the Chapter 11 Cases, which adequate protection claim and lien shall be waived only if the Settlement is consummated. · agreement by the Administrative Agent, the 2012 Credit Facility Lenders, the Second Lien Trustee and the Second Lien Lenders to waive any adequate protection claim, under section 507(b) of the Bankruptcy Code or otherwise, as it relates to any diminution in value with respect to the Prepetition Collateral, solely to the extent that such adequate protection claim would otherwise be satisfied through a claim against and lien on the Unencumbered Assets (the “Diminution in Value Claim”); provided, however, that in the event of any challenge to the Settlement and/or the Plan by the statutory committee of unsecured creditors appointed in the Company’s Chapter 11 Cases (the “Committee”), any Unsecured Noteholder or any General Unsecured Creditor (and together with the Committee and the Unsecured Noteholders, the “General Unsecured Parties”), the Diminution in Value Claim will not be waived, the contingent adequate protection claim and lien will attach to the Unencumbered Assets, and will include, without limitation, all estate fees and costs associated with any General Unsecured Party’s challenge to the Settlement or the Plan (i.e., a dollar-for-dollar reduction will occur in the value of the recovery for the General Unsecured Creditors and the Unsecured Noteholders for the fees and costs incurred or reimbursed by the Debtors’ estates in connection with defending or prosecuting any such challenge); · agreement by the Second Lien Noteholders and the Third Lien Noteholders to waive any deficiency claims otherwise assertable as General Unsecured Claims (the “Noteholder Deficiency Claims”) or giving rise to the right to share pro rata in any distribution available to holders of General Unsecured Claims, including the Noteholders; provided, however, that in the event of any challenge to the Settlement and/or the Plan by any General Unsecured Party, the Noteholder Deficiency Claims shall share pro rata in any recovery available to the class of General Unsecured Creditors; · agreement by: (i) the Third Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan, and any and all claims, causes of action or other challenges against the Second Lien Noteholders and the Second Lien Trustee (the “Second Lien Secured Parties”) regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Noteholders and the Third Lien Trustee (the “Third Lien Secured Parties”), including, without limitation, valuation issues and any rights of the Third Lien Noteholders as General Unsecured Creditors (the “Third Lien Waiver”), (ii) the Second Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan,(1) and any and all claims, causes of action or other challenges against the Third Lien Secured Parties regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Secured Parties, including, without limitation, valuation issues and any rights of the Second Lien Noteholders as General Unsecured Creditors (the “Second Lien Waiver” and, together with the Third Lien Waiver, the “Waivers”), and (iii) the Second Lien Noteholders that the Third Lien Noteholders shall receive through the Plan their pro rata share of two and one-half percent (2.5%) of the equity interests in Reorganized Midstates (the “New Midstates Equity”) and 3.5-year, out of the money, standard warrants (the “Warrants”) for fifteen percent (15%) of the New Midstates Equity struck at a strike price of $600 million (the “Third Lien Intercreditor Settlement” and, together with the Waivers, the “Second2nd/3rdSecond/Third Lien Plan Settlement”), provided that the PSA remains in full force and effect. The Waivers are granted by the Second Lien Noteholders and the Third Lien Noteholders in consideration of the Second Lien Noteholders and Third Lien Noteholders’ willingness to enter into the Third Lien Intercreditor Settlement. The Debtors shall use their commercially reasonable efforts to obtain language in the order approving the Disclosure Statement providing that the Waivers shall be binding on the Second Lien Secured Parties and the Third Lien Secured Parties to the extent the PSA remains in full force and effect. The Plan filed on or about the Petition Date will be consistent in all material respects with the terms of the Settlement. If the Settlement is not approved in connection with confirmation of the Plan, the Plan (pursuant to its terms) will be automatically deemed modified to exclude: (i) the Third Lien Intercreditor Settlement and (ii) the waiver of (a) the Diminution in Value Claim and (b) the Noteholder Deficiency Claims by the 2012 Credit Facility Lenders, the Second Lien Noteholders, and the Third Lien Noteholders (as applicable). To the extent the Settlement is not approved in connection with confirmation of the Plan, the Diminution in Value Claim, including all fees and costs associated with defending any challenge to the

The Settlement. Intercreditor Settlement In accordance with and subject to the terms and conditions of the PSA, the PSA and the chapter 11 plan described herein (the “Plan”) shall be proposed and supported by the Company in its Chapter 11 Cases and shall incorporate and implement the terms of the intercreditor settlement (the “Settlement”) among the Company, the Administrative Agent, the 2012 Credit Facility Lenders, the members of the Second Lien Group, and the members of the Cross-Over Group as described below: · agreement among the Parties on a valuation allocation with respect to the Company’s assets that are encumbered by valid, perfected and enforceable liens (the “Prepetition Collateral”) and any of the Company’s assets that are unencumbered as of the Petition Date (as defined below) (the “Unencumbered Assets”), such that the New Midstates Equity (as defined below) will be allocated ninety-two eight and nineeight-tenths percent (92.998.8%) on account of Prepetition Collateral and seven one and onetwo-tenth tenths percent (7.11.2%) on account of Unencumbered Assets, which valuation allocation reflects the Debtors good faith determination of their encumbered and unencumbered assets as of August 23, 2016the Petition Date; provided that the Administrative Agent, on behalf of the 2012 Credit Facility Lenders, and the Second Lien Trustee, on behalf of the Second Lien Noteholders, shall be granted a provisional claim and lien on the Unencumbered Assets as part of their respective adequate protection packages under the cash collateral order to be entered by the Court at the outset of the Chapter 11 Cases, which adequate protection claim and lien shall be waived only if the Settlement is consummated. · agreement by the Administrative Agent, the 2012 Credit Facility Lenders, the Second Lien Trustee and the Second Lien Lenders to waive any adequate protection claim, under section 507(b) of the Bankruptcy Code or otherwise, as it relates to any diminution in value with respect to the Prepetition Collateral, solely to the extent that such adequate protection claim would otherwise be satisfied through a claim against and lien on the Unencumbered Assets (the “Diminution in Value Claim”); provided, however, that in the event of any challenge to the Settlement and/or the Plan by the statutory committee of unsecured creditors appointed in the Company’s Chapter 11 Cases (the “Committee”), any Unsecured Noteholder or any General Unsecured Creditor (and together with the Committee and the Unsecured Noteholders, the “General Unsecured Parties”), the Diminution in Value Claim will not be waived, the contingent adequate protection claim and lien will attach to the Unencumbered Assets, and will include, without limitation, all estate fees and costs associated with any General Unsecured Party’s challenge to the Settlement or the Plan (i.e., a dollar-for-dollar reduction will occur in the value of the recovery for the General Unsecured Creditors and the Unsecured Noteholders for the fees and costs incurred or reimbursed by the Debtors’ estates in connection with defending or prosecuting any such challenge); · agreement by the Second Lien Noteholders and the Third Lien Noteholders to waive any deficiency claims otherwise assertable as General Unsecured Claims (the “Noteholder Deficiency Claims”) or giving rise to the right to share pro rata in any distribution available to holders of General Unsecured Claims, including the Noteholders; provided, however, that in the event of any challenge to the Settlement and/or the Plan by any General Unsecured Party, the Noteholder Deficiency Claims shall share pro rata in any recovery available to the class of General Unsecured Creditors; · agreement by: (i) the Third Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan, and any and all claims, causes of action or other challenges against the Second Lien Noteholders and the Second Lien Trustee (the “Second Lien Secured Parties”) regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Noteholders and the Third Lien Trustee (the “Third Lien Secured Parties”), including, without limitation, valuation issues and any rights of the Third Lien Noteholders as General Unsecured Creditors (the “Third Lien Waiver”), (ii) the Second Lien Noteholders to waive any and all objections or challenges to, or arguments opposing confirmation of, the Plan,(1) Plan, and any and all claims, causes of action or other challenges against the Third Lien Secured Parties regardless of whether the Settlement is approved by the Bankruptcy Court but only to the extent the PSA remains in full force and effect, in full and final resolution of all disputes and claims between the Second Lien Secured Parties and the Third Lien Secured Parties, including, without limitation, valuation issues and any rights of the Second Lien Noteholders as General Unsecured Creditors (the “Second Lien Waiver” and, together with the Third Lien Waiver, the “Waivers”), and (iii) the Second Lien Noteholders that the Third Lien Noteholders shall receive through the Plan their pro rata share of two and one-half percent (2.5%) of the equity interests in Reorganized Midstates (the “New Midstates Equity”) and 3.5-year, out of the money, standard warrants (the “Warrants”) for fifteen percent (15%) of the New Midstates Equity struck at a strike price of $600 million (the “Third Lien Intercreditor Settlement” and, together with the Waivers, the “Second/Third 2nd/3rd Lien Plan Settlement”), provided that the PSA remains in full force and effect. The Waivers are granted by the Second Lien Noteholders and the Third Lien Noteholders in consideration of the Second Lien Noteholders and Third Lien Noteholders’ willingness to enter into the Third Lien Intercreditor Settlement. The Debtors shall use their commercially reasonable efforts to obtain language in the order approving the Disclosure Statement providing that the Waivers shall be binding on the Second Lien Secured Parties and the Third Lien Secured Parties to the extent the PSA remains in full force and effect. The Plan filed on or about the Petition Date will be consistent in all material respects with the terms of the Settlement. If the Settlement is not approved in connection with confirmation of the Plan, the Plan (pursuant to its terms) will be automatically deemed modified to exclude: (i) the Third Lien Intercreditor Settlement and (ii) the waiver of (a) the Diminution in Value Claim and (b) the Noteholder Deficiency Claims by the 2012 Credit Facility Lenders, the Second Lien Noteholders, and the Third Lien Noteholders (as applicable). To the extent the Settlement is not approved in connection with confirmation of the Plan, the Diminution in Value Claim, including all fees and costs associated with defending any challenge to thethe Settlement or to the Plan, will be determined in connection with confirmation of the Plan and the litigation schedule to be set and approved in connection with approval of the disclosure statement related to the Plan. For the avoidance of doubt, the 2nd/3rd Lien Plan Settlement will bind the Second Lien Noteholders and the Third Lien Noteholders (including, for the avoidance of doubt, the Second Lien Group and the Cross-Over Group) in the event the Plan is immaterially modified, altered, or revised, or any or all of the Settlement is approved as part of the Plan.