Common use of Cooperation and Support Clause in Contracts

Cooperation and Support. The Chaparral Parties shall provide draft copies of all motions, applications, and other documents that any Chaparral Party intends to file with the Bankruptcy Court that relate in any material respect to the Restructuring Transactions to counsel to the Ad Hoc Committee (as defined below) and counsel to the Prepetition Agent in accordance with Section 26 of this Agreement at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court; provided, that the Chaparral Parties shall provide draft copies of all other motions, applications, and documents that any Chaparral Party intends to file with the Bankruptcy Court to such counsel as soon as is reasonably practicable under the circumstances, but, in no event, less than one (1) calendar day prior to the date when such Chaparral Party intends to file such document. The Chaparral Parties will use reasonable efforts to provide draft copies of all other material pleadings any Chaparral Party intends to file with the Bankruptcy Court to counsel to the Required Consenting Creditors in accordance with Section 26 of this Agreement at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documentation that is subject to negotiation and completion, consistent with Sub-Clause (b) of Section 3 of this Agreement, and that notwithstanding anything herein to the contrary, the Definitive Documentation, including any motions or orders related thereto, shall be consistent with this Agreement and otherwise shall be in form and substance acceptable to the Chaparral Parties and the Required Consenting Creditors. The Chaparral Parties shall: (i) provide to the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors (each as defined below), and direct its employees, officers, advisors, and other representatives to provide the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors, (A) reasonable access (without any material disruption to the conduct of the Chaparral Parties’ businesses) during normal business hours to the Chaparral Parties’ books and records, (B) reasonable access to the management and advisors of the Chaparral Parties for the purposes of evaluating the Chaparral Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, and (C) timely and reasonable responses to all reasonable diligence requests; (ii) promptly notify counsel to the Ad Hoc Committee and the Consenting Prepetition Lenders of any newly commenced material governmental or third party litigations, investigations, or hearings against any of the Chaparral Parties; and (iii) cooperate and coordinate with the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors on strategy matters relating to the implementation of the Restructuring Transactions in a manner consistent with this Agreement.

Cooperation and Support. The Chaparral Parties shall provide draft copies of all “first day” motions, applications, and other documents that any Chaparral Party MilbankLatham Draft 5/1/165/3/16 Confidential intends to file with the Bankruptcy Court that relate in any material respect to the Restructuring Transactions to counsel to the Ad Hoc Committee (as defined below) and counsel to the Prepetition Agent for each Consenting Noteholder Party in accordance with Section 26 of this Agreement at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court; provided, that the Chaparral Parties shall provide draft copies of all other motions, applications, and documents that any Chaparral Party intends to file with the Bankruptcy Court to such counsel as soon as is reasonably practicable under the circumstances, but, in no event, less than one (1) calendar day prior to the date when such Chaparral Party intends to file such document. The Chaparral Parties will use reasonable efforts to provide draft copies of all other material pleadings any Chaparral Party intends to file with the Bankruptcy Court to counsel to the Required each Consenting Creditors Noteholder in accordance with Section 26 of this Agreement at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documentation that is subject to negotiation and completion, consistent with Sub-Clause (b) of Section 3 of this Agreement, and that notwithstanding anything herein to the contrary, the Definitive Documentation, including any motions or orders related thereto, shall be consistent with this Agreement and otherwise shall be in form and substance acceptable to the Chaparral Parties and the Required Consenting CreditorsNoteholders. The Chaparral Parties shall: (i) provide to the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors (each as defined below)Noteholders’ advisors, and direct its employees, officers, advisors, and other representatives to provide the Ad Hoc Committee Advisors and the Consenting Prepetition Lender AdvisorsNoteholders’ advisors, (A) reasonable access (without any material disruption to the conduct of the Chaparral Parties’ businesses) during normal business hours to the Chaparral Parties’ books and records, (B) reasonable access to the management and advisors of the Chaparral Parties for the purposes of evaluating the Chaparral Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, and (C) timely and reasonable responses to all reasonable diligence requests; and (ii) promptly notify counsel to the Ad Hoc Committee and the Consenting Prepetition Lenders Noteholders of any newly commenced material governmental or third party litigations, investigations, or hearings against any of the Chaparral Parties; and (iii) cooperate and coordinate with the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors on strategy matters relating to the implementation of the Restructuring Transactions in a manner consistent with this Agreement.

Cooperation and Support. The Chaparral Parties Debtors shall use commercially reasonable efforts to provide draft copies of all “first day” motions, applications, and other documents that any Chaparral Party Debtor intends to file with the Bankruptcy Court that relate in any material respect to the Restructuring Transactions to counsel to the Ad Hoc Committee (as defined below) RBL Agent Counsel and counsel to the Prepetition Agent in accordance with Section 26 of this Agreement Consenting Noteholder Counsel at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) five business days prior to the date when such Chaparral Party Debtor intends to file such documentdocument or as soon as reasonably practicable. The Consenting RBL Lenders (acting through the RBL Agent) and the Consenting Noteholders shall use commercially reasonable efforts to provide all comments to all such documents by no later than two business days prior to the date when the Debtors intend to file such documents, and counsel to the respective Parties shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court; provided, that the Chaparral Parties shall provide draft copies of all other motions, applications, and documents that any Chaparral Party intends to file with the Bankruptcy Court to such counsel as soon as is reasonably practicable under the circumstances, but, in no event, less than one (1) calendar day prior to the date when such Chaparral Party intends to file such document. The Chaparral Parties will Debtors shall use commercially reasonable efforts to provide draft copies of all other material pleadings any Chaparral Party Debtor intends to file with the Bankruptcy Court to counsel the RBL Agent Counsel and Consenting Noteholder Counsel at least two business days prior to filing such pleadings to the Required extent reasonably practicable. The Consenting Creditors in accordance with Section 26 of this Agreement at least three RBL Lenders (3acting through the RBL Agent) Business Days (or as soon thereafter as is reasonably practicable under and the circumstances) Consenting Noteholders shall use commercially reasonable efforts to provide all comments to such pleadings by no later than one business day prior to the date when such Chaparral Party intends the Debtors intend to file such document, to the extent practicable, and counsel to the respective Parties shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documentation that is subject to negotiation and completion, consistent with Sub-Clause (b) of Section 3 of this Agreementhereof, and that notwithstanding anything herein to the contrary, the Definitive Documentation, including any motions or orders related thereto, shall be consistent with this Agreement and otherwise shall be in form and substance acceptable to the Chaparral Parties and the Required Consenting CreditorsAgreement. The Chaparral Parties shall: Debtors shall use reasonable best efforts to (i) provide to the Ad Hoc Committee RBL Agent Advisors and the Consenting Prepetition Lender Advisors (each as defined below)Noteholder Advisors, and direct its employees, officers, advisors, advisors and other representatives to provide the Ad Hoc Committee RBL Agent Advisors and the Consenting Prepetition Lender Noteholder Advisors, (A) reasonable access (without any material disruption to the conduct of the Chaparral PartiesDebtors’ businesses) during normal business hours to the Chaparral PartiesDebtors’ books and records, (B) reasonable access to the management and advisors of the Chaparral Parties Debtors for the purposes of evaluating the Chaparral PartiesDebtors’ assets, liabilities, operations, businesses, finances, strategies, prospects, prospects and affairs, and (C) timely and reasonable responses to all reasonable diligence requests; and (ii) promptly notify counsel to the Ad Hoc Committee and the Consenting Prepetition Lenders Restructuring Support Parties of any newly commenced material governmental or third third-party litigations, investigationsinvestigations or hearings against, or hearings against communications with, any of the Chaparral Parties; and (iii) cooperate and coordinate with the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors on strategy matters relating to the implementation of the Restructuring Transactions in a manner consistent with this AgreementDebtors.

Cooperation and Support. (a) Without in any way limiting any other respective obligation of any Debtor or any Equity Commitment Party in this Agreement, each Party shall, consistent with the RSA, use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement, the RSA, and the Plan. (b) The Chaparral Parties Debtors shall provide draft copies of all motions, applications, material pleadings and other documents that any Chaparral Party Debtor intends to file with or submit to the Bankruptcy Court or any governmental authority (including any regulatory authority), as applicable, and draft copies of all press releases that relate in any material respect Debtor intends to issue regarding this Agreement, the RSA, or the Restructuring Transactions Transactions, to counsel to the Ad Hoc Committee (as defined below) Initial Equity Commitment Parties and counsel to the Prepetition Agent in accordance with Section 26 of this Agreement 2016 Lender Equity Commitment Parties at least three two (32) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party Debtor intends to file file, submit or issue such documentdocument to the extent reasonably practicable, and but in all events at least one (1) day prior to such date. Counsel to the respective Parties shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with or submission to the Bankruptcy Court; provided. Further, that the Chaparral Parties Debtors shall provide draft copies of all other motions, applications, and documents that any Chaparral Party intends to file reasonably consult with the Bankruptcy Court to such counsel as soon as is reasonably practicable under the circumstances, but, in no event, less than one (1) calendar day prior to the date when such Chaparral Party intends to file such document. The Chaparral Parties will use reasonable efforts to provide draft copies of all other material pleadings any Chaparral Party intends to file with the Bankruptcy Court to counsel to the Required Consenting Creditors in accordance with Section 26 of this Agreement at least three (3) Business Days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Chaparral Party intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documentation that is subject to negotiation and completion, consistent with Sub-Clause (b) of Section 3 of this Agreement, and that notwithstanding anything herein to the contrary, the Definitive Documentation, including any motions or orders related thereto, shall be consistent with this Agreement and otherwise shall be in form and substance acceptable to the Chaparral Initial Equity Commitment Parties and the Required Consenting Creditors. The Chaparral Parties shall: (i) provide to the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors (each as defined below), and direct its employees, officers, advisors, and other representatives to provide the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors, (A) reasonable access (without any material disruption to the conduct of the Chaparral Parties’ businesses) during normal business hours to the Chaparral Parties’ books and records, (B) reasonable access to the management and advisors of the Chaparral Parties for the purposes of evaluating the Chaparral Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, and (C) timely and reasonable responses to all reasonable diligence requests; (ii) promptly notify counsel to the Ad Hoc Committee and the Consenting Prepetition Lenders of 2016 Lender Equity Commitment Parties regarding any newly commenced material governmental regulatory or third other third-party litigations, investigations, or hearings against any of the Chaparral Parties; and (iii) cooperate and coordinate with the Ad Hoc Committee Advisors and the Consenting Prepetition Lender Advisors on strategy matters relating approvals necessary to the implementation of implement the Restructuring Transactions and share copies of any documents filed or submitted to any regulatory or other governmental authority in a manner consistent connection with obtaining any regulatory or other third-party approvals. (c) Nothing contained in this AgreementSection 6.7 shall limit the ability of any Equity Commitment Party to consult with any Debtor or any other party in interest in the Chapter 11 Cases, to appear and be heard, or to file objections, concerning any matter arising in the Chapter 11 Cases to the extent not inconsistent with the RSA or this Agreement or any applicable confidentiality agreement, and such acts are not for the purpose of delaying, interfering, or impeding, directly or indirectly, the Restructuring Transactions.