Common use of Assumption and Rejection of Executory Contracts and Unexpired Leases Clause in Contracts

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, each Executory Contract and Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On As of and subject to the occurrence of the Effective Date and the payment of any applicable Cure Claims, all Executory Contracts and Unexpired Leases to which any of the Debtors are a party, including, without limitation, the Backstop Agreement, and which have not expired by their own terms on or prior to the Effective Date, shall be deemed assumed except as otherwise provided herein, each for any Executory Contract Contracts and Unexpired Lease Leases that (including those set forth in the Assumed Executory Contract and Unexpired Lease Lista) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Schedule of Rejected Executory Contract and Unexpired Lease ListContracts; (2b) those that have been previously rejected by a Final Order; (3c) those that are the subject of a motion to reject Executory Contracts or and Unexpired Leases that is pending on the Confirmation Date; or (4d) those that are subject to a motion to reject an Executory Contract or Contracts and Unexpired Lease Leases pursuant to which the requested effective date of such rejection is after the Effective Date; or (e) are otherwise rejected pursuant to the terms of this Plan. For the avoidance of doubt, the Debtors shall not seek to assume or reject All Executory Contracts and Unexpired Leases, except with Leases listed on the prior written consent Schedule of Rejected Contracts will be deemed rejected as of the Required Consenting Parties and Effective Date. Subject to the Committee (which consent shall not be unreasonably withheld). Entry occurrence of the Effective Date, entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving approval of the assumptions and assumptions and assignments or rejections of the Executory Contracts and Unexpired Leases as set forth provided for in this Plan, the Plan and Confirmation Order or the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease ListContracts, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Unless otherwise indicated, assumptions of Executory Contracts or and Unexpired Leases pending on pursuant to this Plan and the Confirmation Order are effective as of the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final OrderDate. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A Plan, the Confirmation Order or by any order other Order of the Bankruptcy Court, which has but not been assigned to a third party prior to before the Confirmation Effective Date, shall revest re-vest in and be fully enforceable by the applicable contracting Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of this Plan, the Plan Confirmation Order or any order Order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, The Debtors reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Contracts (subject to the reasonable consent of the Requisite Consenting Stakeholders), including to add or remove any Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement Leases, at any time through up to and including 45 days after the Effective Date. As such, the Schedule of Rejected Contracts is not final, and is subject to ongoing review. To the maximum extent that permitted by law, to the extent any provision in any Executory Contract or Contracts and Unexpired Lease Leases assumed or assumed and assigned pursuant to this Plan or the Plan Confirmation Order restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Contracts and Unexpired Lease Leases (including any “change of control” or cross-default provision), then such provision shall be deemed modified and of no further effect, such that the transactions contemplated by this Plan or the Plan Confirmation Order shall not entitle the Executory Contract or Unexpired Lease counterparty non-Debtor party thereto to terminate such Executory Contract or Contracts and Unexpired Lease Leases or to exercise any other default-related rights with respect thereto.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases will be deemed assumed and assigned to the applicable Reorganized Debtor Debtors or their designated assignee in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule of Assumed Executory Contracts and Unexpired Leases, other than: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that have been previously rejected by a Final Order, including those that are subject to a notice issued pursuant to the Contract Procedures Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order Court order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan and or the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Rejected Executory Contracts and Unexpired Leases as set forth in and the Rejected Schedule of Assumed Executory Contract Contracts and Unexpired Lease ListLeases, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Court authorizing and providing for its assumption under applicable federal law. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, (a) the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) Debtors or the Reorganized Debtors, as applicable, with the consent of the Majority Backstoppers, reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement Leases at any time through and including 45 24 days after the Effective DateDate and (b) that certain Payment and Indemnity Agreement No. To 0828, dated as of February 4, 2010 (as amended and/or supplemented thereto), between the Debtors and US Specialty Insurance Company shall be assumed, and any obligations owed to US Specialty Insurance Company with respect thereto shall be Allowed Administrative Claims under the Plan pursuant to Article II.A hereof, without the need for filing further Proofs of Claim or requests for payment of Administrative Claims. Further, to the extent that US Specialty Insurance Company pays any provision in any Executory Contract or Unexpired Lease assumed or assumed Claim of a third-party on account of its obligations as surety and assigned subrogates to such Claim, such Claim shall not be disallowed pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretoArticle VI.K.1 hereof.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases will be deemed assumed and assigned to the applicable Reorganized Debtor Debtors or their designated assignee in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule of Assumed Executory Contracts and Unexpired Leases, other than: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order the Court’s order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections, as applicable, of the Executory Contracts and or Unexpired Leases as set forth in the Plan and or in the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Rejected Executory Contracts and Unexpired Leases as set forth in and the Rejected Schedule of Assumed Executory Contract Contracts and Unexpired Lease ListLeases, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, assumptions, assumptions and assignments, or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Court. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicableRequisite Creditors, reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement Leases at any time through and including 45 days after prior to the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant Date on no less than three (3) days’ notice to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other defaultapplicable non-related rights with respect theretoDebtor counterparties.

Assumption and Rejection of Executory Contracts and Unexpired Leases. The Debtors shall file the Assumed Executory Contract and Unexpired Lease List and the Rejected Executory Contract and Unexpired Lease List as part of the Plan Supplement. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases not otherwise assumed or rejected will be assumed and assigned to deemed rejected by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanthan those that: (1) those that are identified on the Rejected Assumed Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Orderexpired or terminated pursuant to their own terms; (3) those that have been previously assumed or rejected by the Debtors pursuant to a Bankruptcy Court order; (4) are the subject of a motion to reject assume Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (45) those that are subject to is a motion to reject an Executory Contract contract, instrument, release, or Unexpired Lease pursuant to which other agreement or document entered into in connection with the requested effective date of such rejection is after Plan or the Effective DateRestructuring Transactions. For the avoidance of doubt, the Debtors shall not seek to assume or reject if an Executory Contracts Contract and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth in the Plan and Lease is inadvertently included on both the Assumed Executory Contract and Unexpired Lease List and the Rejected Executory Contract and Unexpired Lease List, such Executory Contract or Unexpired Lease shall be rejected by the applicable Reorganized Debtor pursuant to the Plan. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan, the Assumed Executory Contract and Unexpired Lease List, or the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by a Final Orderthe Reorganized Debtors. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything To the maximum extent permitted by law, to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Assumed Executory Contract and Unexpired Lease List and the Rejected Executory Contract and Unexpired Lease List, subject to, in each case, the consent of the Required Consenting Revolver Lenders, the Required Consenting Term Loan Lenders, and the DIP Agent (such consent not to be unreasonably withheld or delayed) and in consultation with the Noteholder Group, at any time up to sixty (60) days after the Effective Date.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided hereinherein or in any contract, each instrument, release, indenture, or other agreement or document entered into in connection with the Plan, Executory Contracts and Unexpired Leases shall be deemed assumed as of the Effective Date, unless such Executory Contract and or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanLease: (1) those that are identified on was assumed or rejected previously by the Rejected Executory Contract and Unexpired Lease ListDebtors; (2) those that have been previously rejected by a Final Orderexpired or terminated pursuant to its own terms; (3) those that are is the subject of a motion to reject Executory Contracts Filed on or Unexpired Leases that is pending on before the Confirmation Effective Date; or (4) those that are subject to a motion to reject is identified as an Executory Contract or Unexpired Lease pursuant to which on the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Rejected Executory Contracts and Unexpired LeasesLease List, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)if any. Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order Bankruptcy Court order approving the assumptions and assumptions and assignments or rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in or the Rejected Executory Contract and Unexpired Lease Leases List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases will be deemed assumed and assigned to the applicable Reorganized Debtor Debtors or their designated assignee in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule of Assumed Executory Contracts and Unexpired Leases, other than: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order the Court’s order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections, as applicable, of the Executory Contracts and or Unexpired Leases as set forth in the Plan and or in the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Rejected Executory Contracts and Unexpired Leases as set forth in and the Rejected Schedule of Assumed Executory Contract Contracts and Unexpired Lease ListLeases, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated, assumptions, assumptions and assignments, or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Court. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, Requisite Creditors reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement Leases at any time through and including 45 days after prior to the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant Date on no less than three (3) days’ notice to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other defaultapplicable non-related rights with respect theretoDebtor counterparties.

Assumption and Rejection of Executory Contracts and Unexpired Leases. The Debtors shall file the Assumed Executory Contract and Unexpired Lease List and the Rejected Executory Contract and Unexpired Lease List as part of the Plan Supplement. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases not otherwise assumed or rejected will be assumed and assigned to deemed rejected by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanthan those that: (1) those that are identified on the Rejected Assumed Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Orderexpired or terminated pursuant to their own terms; (3) those that have been previously assumed or rejected by the Debtors pursuant to a Bankruptcy Court order; (4) are the subject of a motion to reject assume Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (45) those that are subject to is a motion to reject an Executory Contract contract, instrument, release, or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume other agreement or reject Executory Contracts and Unexpired Leases, except document entered into in connection with the prior written consent of Plan or the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)Restructuring Transactions. Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute a Final Order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan and Plan, the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in List, or the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by a Final Orderthe Reorganized Debtors. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything To the maximum extent permitted by law, to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Assumed Executory Contract and Unexpired Lease List and the Rejected Executory Contract and Unexpired Lease List, subject to, in each case, the consent of the Required Consenting Revolver Lenders, the Required Consenting Term Loan Lenders, and the DIP Agent (such consent not to be unreasonably withheld or delayed), at any time up to sixty (60) days after the Effective Date.

Assumption and Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, except as otherwise provided herein, each Executory Contract or Unexpired Lease, not previously assumed, assumed and Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) assigned, or rejected shall be assumed and assigned deemed automatically assumed, pursuant to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanunless such Executory Contract or Unexpired Lease: (1) those that are is identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that have been previously rejected by a Final Order; (3) those that are is the subject of a motion to reject such Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (43) those that are subject to is a motion to reject an Executory Contract contract, release, or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume other agreement or reject Executory Contracts and Unexpired Leases, except document entered into in connection with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)Plan. Entry of the Confirmation Order by the Bankruptcy Court shall shall, subject to and upon the occurrence of the Effective Date, constitute a Final Bankruptcy Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the or rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, assumed or rejected pursuant to sections 365(a) and 1123 of the Bankruptcy CodePlan. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A of the Plan or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors Debtor in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) Debtor or the Reorganized DebtorsDebtor, as applicable, reserve the right to to, with the reasonable consent of Leucadia and the Required Consenting Noteholders, alter, amend, modify, or supplement the Schedule of Rejected Executory Contract Contracts and Unexpired Lease List Leases (i) to add or Assumed remove any Executory Contract or Unexpired Lease to the Schedule of Rejected Executory Contracts and Unexpired Leases at any time prior to the Confirmation Date, and (ii) to remove any Executory Contract or Unexpired Lease List identified in this Article V.A from the Schedule of Rejected Executory Contracts and in the Plan Supplement Unexpired Leases at any time through and including 45 days after the Effective Confirmation Date. To The Debtor or the extent that Reorganized Debtor shall provide notice of any provision in any amendments to the Schedule of Rejected Executory Contract Contracts and Unexpired Leases to the parties to the Executory Contracts or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretoLeases affected thereby.