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

Assumption or Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, all Executory Contracts and Unexpired Leases of the Debtor will be assumed by the Debtor in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease (a) was previously assumed or rejected by the Debtor by prior order of the Bankruptcy Court, (b) previously expired or terminated pursuant to its own terms, (c) is subject to a motion to reject such Executory Contract or Unexpired Lease filed prior to the Effective Date, or (d) appears on the “List of Executory Contracts and Unexpired Leases to be rejected at the Combined Hearing” that will be filed with the Plan Supplement. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and the rejection of any Executory Contract or Unexpired Lease for which a motion to reject has been filed, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume or reject Executory Contracts of Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption 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 non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Assumption or Rejection of Executory Contracts and Unexpired Leases. On the Effective Date, all Executory Contracts and Unexpired Leases of the Debtor will be assumed by the Debtor in accordance with, and subject to, the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, unless such Unless an Executory Contract or Unexpired Lease Lease: (ai) was previously assumed or rejected by the Debtor by prior order Debtors, pursuant to a Final Order of the Bankruptcy Court, Court entered prior to the Effective Date; (bii) previously expired or terminated pursuant to its own terms, terms or by agreement of the parties thereto; (ciii) is the subject to of a motion to reject filed by the Debtors on or before the Confirmation Date, (iv) contains a change of control or similar provision that would be triggered by the Chapter 11 Cases (unless such provision has been irrevocably waived); or (v) is specifically designated as a contract or lease to be rejected on the Schedule of Rejected Executory Contracts and Unexpired Leases, on the Effective Date, each Executory Contract and Unexpired Lease shall be deemed assumed pursuant to section 365 of the Bankruptcy Code, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, unless such Executory Contract or Unexpired Lease filed prior is listed on the Schedule of Rejected Executory Contracts and Unexpired Leases, if any; provided that notwithstanding anything to the Effective Datecontrary herein, no Executory Contract or Unexpired Lease shall be assumed, assumed and assigned, or rejected without the written consent of the Requisite Creditors (d) appears on the “List such consent not to be unreasonably withheld). The assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to be rejected at the Combined Hearing” that will be filed with the Plan SupplementAffiliates. Entry of the The Confirmation Order by will constitute an order of the Bankruptcy Court shall constitute approval of such approving the above-described assumptions, rejections, and assumptions and assignments. Except as otherwise provided herein or agreed to by the rejection of any Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease for which a motion shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to reject has been filed, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume or reject prepetition Executory Contracts of and Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption 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 non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.have been

Assumption or Rejection of Executory Contracts and Unexpired Leases. On Each Executory Contract and Unexpired Lease shall be deemed assumed, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date, all Executory Contracts and Unexpired Leases of the Debtor will be assumed by the Debtor in accordance with, and subject to, the provisions and requirements of sections Date under section 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease (a) was previously assumed or rejected by the Debtor by prior order of the Bankruptcy Court, (b) previously expired or terminated pursuant to its own terms, (c) is subject to a motion to reject such Executory Contract or Unexpired Lease filed prior to the Effective Date, or (d) appears listed on the “List Schedule of Rejected Executory Contracts and Unexpired Leases, if any. The assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to be rejected at the Combined Hearing” that Affiliates. The Confirmation Order will be filed with the Plan Supplement. Entry constitute an order of the Confirmation Order Bankruptcy Court approving the above-described assumptions and assignments. For the avoidance of doubt and notwithstanding anything to the contrary herein, the Exit Facility Commitment Letter, and Exit Facility Fee Letter were previously approved by the Bankruptcy Court and shall constitute approval of such assumptions not be rejected. Except as otherwise provided herein or agreed to by the Debtors and the rejection of any applicable counterparty, each assumed Executory Contract or Unexpired Lease for which a motion shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to reject has prepetition Executory Contracts and Unexpired Leases that have been filed, pursuant executed by the Debtors during the Chapter 11 Cases shall not be deemed to sections 365(a) and 1123 alter the prepetition nature of the Bankruptcy Code. Any motions to assume or reject Executory Contracts of Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed pursuant to or the Plan restricts or preventsvalidity, priority, or purports amount of any Claims that may arise in connection therewith. To the extent applicable, no change of control (or similar provision) will be deemed to restrict or prevent, or is breached or deemed breached by, the assumption of occur under any 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 non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.