Common use of Objective and Tasks Clause in Contracts

Objective and Tasks. Subject to APS’s internal approval from its Risk Management Committee, confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and a copy of the signed Board of Directors’ resolution (or similar document) as official confirmation of the appointment, APS will provide ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to serve as the Company’s Chief Restructuring Officer (“CRO”), reporting to the Company’s Chief Executive Officer. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, ▇▇. ▇▇▇▇▇▇▇▇▇▇ will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. The Temporary Staff (as defined below) roles may include working with the Company to do the following: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 212.490.2500 | 212.490-1344 fax | ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ June 17, 2016 • Work with the senior management and other employees of the Company and its advisors to provide restructuring support advice. • Assist in preparation required for a Chapter 11 proceeding in the event a formal proceeding is necessary to effectuate a deleveraging event. • Provide courtroom testimony to support the restructuring process, if necessary. • In the event a Chapter 11 filing occurs, assist with the preparation of the statement of affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within APS' areas of expertise. • Assist management of the Company in the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of key constituencies. • Assist management with developing a business plan model and other related forecasts as may be required by the bank lenders, noteholders, equity holders and other key constituents in connection with negotiations or by the Company for other corporate purposes. • Assist the Company with managing the due diligence requests and process that may be requested by its various constituents as part of the restructuring process. • Assist the Company with preparation of intercompany schedules. • Assist with developing a rolling 13 week receipts and disbursements cash flow forecasting model necessary to support a restructuring process, and identify potential opportunities to enhance liquidity. • Coordinate with the Company's advisors and management to ensure a cohesive strategy, approach and message developed and delivered to the key constituents throughout the restructuring process. • Work with the Company and its team to further identify and implement both short-term and long-term liquidity generating initiatives. • Assist with such other matters as may be requested that fall within APS' expertise and that are mutually agreeable. APS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein. Name Description Hourly Rate Commitment Full1 or Part2 Time ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chief Restructuring Officer $1,015 Full Time Name Description Hourly Rate Commitment Full1 or Part2Time ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director $720 Full Time ▇▇▇▇▇ ▇▇▇▇▇ Director $830 Part Time ▇▇▇▇▇ ▇▇▇▇ Vice President $585 Full Time ▇▇▇▇ ▇▇▇▇▇▇▇ Vice President $635 Full Time The parties agree that Exhibit A can be amended by APS from time to time to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments.

Objective and Tasks. Subject to APS’s internal approval from its Risk Management Committee, confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and a copy of the signed Board of Directors’ resolution (or similar document) as official confirmation of the appointment, APS will provide ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to serve as the Company’s Chief Restructuring Officer (“CRO”), reporting to the Company’s Chief Executive Officer. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, ▇▇. ▇▇▇▇▇▇▇▇▇▇ will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. The Temporary Staff (as defined below) roles may include working with the Company to do the following: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 212.490.2500 | 212.490-1344 fax | ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ June 17, 2016 • Work xWork with the senior management and other employees of the Company and its advisors to provide restructuring support advice. • Assist xAssist in preparation required for a Chapter 11 proceeding in the event a formal proceeding is necessary to effectuate a deleveraging event. • Provide xProvide courtroom testimony to support the restructuring process, if necessary. • In xIn the event a Chapter 11 filing occurs, assist with the preparation of the statement of affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within APS' areas of expertise. • Assist xAssist management of the Company in the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of key constituencies. • Assist xAssist management with developing a business plan model and other related forecasts as may be required by the bank lenders, noteholders, equity holders and other key constituents in connection with negotiations or by the Company for other corporate purposes. • Assist xAssist the Company with managing the due diligence requests and process that may be requested by its various constituents as part of the restructuring process. • Assist xAssist the Company with preparation of intercompany schedules. • Assist xAssist with developing a rolling 13 week receipts and disbursements cash flow forecasting model necessary to support a restructuring process, and identify potential opportunities to enhance liquidity. • Coordinate xCoordinate with the Company's advisors and management to ensure a cohesive strategy, approach and message developed and delivered to the key constituents throughout the restructuring process. • Work xWork with the Company and its team to further identify and implement both short-term and long-term liquidity generating initiatives. • Assist xAssist with such other matters as may be requested that fall within APS' expertise and that are mutually agreeable. APS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein. Name Description Hourly Rate Commitment Full1 or Part2 Time ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chief Restructuring Officer $1,015 Full Time Name Description Hourly Rate Commitment Full1 or Part2Time ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director $720 Full Time ▇▇▇▇▇ ▇▇▇▇▇ Director $830 Part Time ▇▇▇▇▇ ▇▇▇▇ Vice President $585 Full Time ▇▇▇▇ ▇▇▇▇▇▇▇ Vice President $635 Full Time The parties agree that Exhibit A can be amended by APS from time to time to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments.