Common use of General Unsecured Claims Clause in Contracts

General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of: • 100% of the NewCo Common Stock; • 100% of the Class A Trust Units; and • Cash sufficient to satisfy the Senior Note Trustee Expenses, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims with the ability to elect to receive cash in lieu of the foregoing distributions in an amount and on terms to be agreed to by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each Holder of an Allowed Subordinated Note Claim shall receive (i) its pro rata share of 100% of the Class B Trust Units and (ii) cash sufficient to satisfy the Subordinated Note Trustee Expenses, to the extent not otherwise paid by the Debtor. Impaired / Entitled to Vote Class 5 Preferred Equity Interests Each Holder of an Allowed Preferred Equity Interest shall receive its pro rata share of 100% of the Class C Trust Units. Impaired / Entitled to Vote Class 6 Common Equity Interests All Common Equity Interests shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests. Impaired / Deemed to Reject Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, (c) converted to equity, or (d) otherwise set off, settled, or distributed, in each case at the option of the Debtor with the consent of the Required Ad Hoc Senior Noteholder Parties and the Creditors’ Committee. Unimpaired / Deemed to Accept, or Impaired / Deemed to Reject, as Applicable

General Unsecured Claims. Each Holder If there is a Note Buyout, Buyer and UAC agree to address outstanding allowed claims in Class 2A under the Plan of Reorganization as follows: (a) Unless all holders of Notes have sold their Notes to Buyer in the Note Buyout, then within 15 business days following the closing of the Note Buyout, Buyer will offer to purchase the allowed claims in Class 2A in exchange for payment, upon delivery of a duly executed instrument of assignment, in cash of an Allowed General Unsecured Claim shall receive its pro rata share of: • amount equal to the amount that would be distributed under the Plan of Reorganization to the tendering Class 2A holder, if UAC had made a distribution on the closing date of the Note Buyout in the amount necessary to pay holders of Senior Notes 100% of the NewCo Common Stock; • 100their outstanding principal balance, plus accrued interest as of such date, and holders of Subordinated Notes 13% of the their outstanding principal balance. Such offer will remain outstanding for at least 60 days. Holders of Class A Trust Units; and • Cash sufficient 2A allowed claims that sell their claims pursuant to satisfy the Senior Note Trustee Expenses, such offer shall be entitled to no further payment except that they shall be entitled to receive (to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims with the ability to elect to receive cash in lieu previously distributed) a ratable portion of the foregoing distributions in an amount 2000 Tax Refund (if any) as though they had not sold their claims and on terms to be agreed to by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each Holder of an Allowed Subordinated Note Claim shall receive (i) its pro rata share of 100% a ratable portion of the Class B Trust Units 2A SST Recovery Amount (if any), as more specifically described in Section 1(c)(i) and the following subparagraph (iib), respectively. (b) cash sufficient If, after Buyer's purchase of Class 2A claims contemplated in Section 2(a), UAC recovers on claims against SST or JPM within 45 days after such recovery, UAC or Buyer shall determine the Class 2A SST Recovery Amount (defined in subparagraph 2(b)(i) below) and UAC shall (and Buyer shall cause UAC) to satisfy remit the Subordinated Note Trustee ExpensesClass 2A SST Recovery Amount to former holders of Class 2A claims who have sold their claims to Buyer pursuant to subparagraph 2(b)(ii) below. Buyer agrees that, to the extent not otherwise paid by the Debtor. Impaired / Entitled to Vote Class 5 Preferred Equity Interests Each Holder of an Allowed Preferred Equity Interest shall receive notwithstanding its pro rata share of 100% purchase of the Class C Trust Units. Impaired / Entitled 2A claims, it waives its right to Vote the Class 6 Common Equity Interests All Common Equity Interests 2A SST Recovery Amount, all of which shall be cancelled, released, discharged, and extinguished and will be paid ratably to former holders of no further force or effect, and Holders Class 2A claims who have sold their claims to Buyer. As a holder of such Interests purchased Class 2A claims, Buyer shall not be entitled to receive or retain the ratable portion of any distribution, property, or other value on account Net Recovery required to be distributed in respect of such Interests. Impaired / Deemed to Reject purchased Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall 2A claims under the Plan but not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject the Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, (c) converted to equity, or (d) otherwise set off, settled, or distributed, in each case at the option of the Debtor with the consent of the Required Ad Hoc Senior Noteholder Parties and the Creditors’ Committee. Unimpaired / Deemed to Accept, or Impaired / Deemed to Reject, as Applicable2A SST Recovery Amount.

General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of: • 100% of the NewCo Common Stock; • 100% of the Class A Trust Units; and • Cash sufficient to satisfy the Senior Note Trustee Expenses, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims will receive treatment consistent with the ability to elect to receive cash in lieu provisions of the foregoing distributions in an amount and on terms Bankruptcy Code; provided that trade claims of up to $3 million may be agreed to by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”)unimpaired. Impaired / Entitled to Vote Class 4 Subordinated Note Intercompany Claims Each Holder of an Allowed Subordinated Note Claim shall receive (i) its pro rata share of 100% of the Class B Trust Units and (ii) cash sufficient to satisfy the Subordinated Note Trustee Expenses, to the extent not otherwise paid by the Debtor. Impaired / Entitled to Vote Class 5 Preferred Equity Interests Each Holder of an Allowed Preferred Equity Interest shall receive its pro rata share of 100% of the Class C Trust Units. Impaired / Entitled to Vote Class 6 Common Equity Interests All Common Equity Interests Intercompany claims shall be reinstated, compromised, or cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests. Impaired / Deemed to Reject Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, (c) converted to equity, or (d) otherwise set off, settled, or distributed, in each case at the option of the Debtor relevant holder of such claims with the reasonable consent of the Required Ad Hoc Senior Noteholder Parties Noteholders. Preferred Equity If Plan is accepted by the classes of General Unsecured Claims and Preferred Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Creditors’ Committee. Unimpaired / Deemed Senior Note Backstop Parties, holders of Preferred Equity will receive their pro rata share of (a) 3% of the New Equity Interests (subject to Acceptdilution by the Senior Note Rights Offering, 2L Investment, Management Incentive Plan, and the Backstop Fee) and (b) 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims) and administrative expense claims, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or Impaired / Deemed the 2L Investment. Common Equity If Plan is accepted by the classes of General Unsecured Claims, Preferred Equity, and Common Equity and subject to Rejectall other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claims, and the liquidation preference of the Preferred Equity, each as Applicabledetermined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment.

General Unsecured Claims. Each Except to the extent that a Holder of an Allowed General Unsecured Claim shall receive its pro rata share of: • 100% of and the NewCo Common Stock; • 100% of the Class A Trust Units; and • Cash sufficient to satisfy the Senior Note Trustee Expenses, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Debtor against which such Allowed General Unsecured Claims with Claim is asserted agree to less favorable treatment for such Holder, in full satisfaction of each Allowed General Unsecured Claim against the ability to elect to receive cash in lieu of the foregoing distributions in an amount and on terms to be agreed to by the DebtorDebtors, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each each Holder of an Allowed Subordinated Note Claim thereof shall receive (i) its pro rata share payment in cash in an amount equal to such Allowed General Unsecured Claim in the ordinary course of 100% business in accordance with the terms and conditions of the Class B Trust Units and particular transaction giving rise to such Claim, or (ii) cash sufficient such other treatment so as to satisfy render such Claim Unimpaired. Unimpaired; deemed to accept Intercompany Claims No property will be distributed to the Subordinated Note Trustee ExpensesHolders of allowed Intercompany Claims. Unless otherwise provided for under the Plan, each Intercompany Claim will either be Reinstated or canceled and released. Unimpaired or Impaired; deemed to accept or deemed to reject Intercompany Interests Intercompany Interests will receive no recovery or distribution and be Reinstated solely to the extent not otherwise paid by necessary to maintain the DebtorDebtors’ corporate structure. Impaired / Entitled Unimpaired or Impaired; deemed to Vote Class 5 Preferred Equity Interests Each Holder accept of an Allowed Preferred Equity Interest shall receive its pro rata share of 100% of the Class C Trust Units. Impaired / Entitled deemed to Vote Class 6 Common Equity Interests reject Subordinated Claims All Common Equity Interests Subordinated Claims, if any, shall be discharged, cancelled, released, discharged, and extinguished as of the Plan Effective Date, and will be of no further force or effect, and Holders of Allowed Subordinated Claims will not receive any distribution on account of such Allowed Subordinated Claims. Impaired; deemed to reject Existing Equity Interests All Existing Equity Interests will be cancelled, released, and extinguished as of the Plan Effective Date, and Holders of Existing Equity Interests shall not receive or retain any distribution, property, or other value property under the Plan on account of such Existing Equity Interests. Impaired / Deemed Notwithstanding the foregoing, each Holder of Existing Equity Interests that consents to Reject Class 7 Section 510(bthe Holder Releases will receive, from amounts that Holders of Loan Claims would otherwise be entitled to receive under the Plan, its pro rata share of 100% of the New Warrants, subject to the distribution considerations set forth below. For the avoidance of doubt, the Holders of Loan Claims shall, with immediate effect upon entering the RSA, relinquish all right to and/or claim in or to receive the new Warrants when issued under the Plan. The New Warrants will be issued at a ratio of approximately one (1) Claims All Section 510(bNew Warrant for each 20,000 shares of common stock (or equivalent) Claims of the Existing Equity Interests or such other ratio as determined by the Company (in consultation with the Required Consenting New Incremental Lenders and the Required Consenting First Lien Lenders) to ensure that the Reorganized Debtors do not become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, with no fractional New Warrants issued or distributed. When any distribution would otherwise result in the issuance of a number of New Warrants that is not a whole number, the New Warrants subject to such distribution shall be cancelled, released, dischargedrounded down to the next lower whole number, and extinguished and cash consideration equivalent to the value of such fractional entitlement to the New Warrants, calculated in good faith by the Company, will be of no further force provided in lieu thereof. The Reorganized Debtors shall not have any obligation to make a distribution that is less than one (1) New Warrant or effect$50.00 in cash. Fractional New Warrants that are not distributed in accordance with the foregoing shall be returned to, and Holders of Section 510(b) Claims ownership thereof shall not receive or retain any distributionvest in, property, or other value on account of such Section 510(b) Claimsthe Reorganized Debtors. Impaired / Deemed Impaired; deemed to Reject Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, (c) converted to equity, or (d) otherwise set off, settled, or distributed, in each case at the option of the Debtor with the consent of the Required Ad Hoc Senior Noteholder Parties and the Creditors’ Committee. Unimpaired / Deemed to Accept, or Impaired / Deemed to Reject, as Applicablereject

General Unsecured Claims. Each Holder (Impaired – Entitled to Vote) In the event of an Acceptable Plan, except to the extent a holder of an Allowed General Unsecured Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction and settlement and in exchange of such Claim, each holder of an Allowed General Unsecured Claim shall receive its pro rata share ofreceive, either: • 100% i. In the event of the NewCo Common Stock; • 100% of the Class A Trust Units; and • Cash sufficient to satisfy the Senior Note Trustee Expensesa WholeCo Sale Transaction, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims with the ability to elect to receive cash in lieu of the foregoing distributions in an amount and on terms to be agreed to by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each Holder of an Allowed Subordinated Note Claim shall receive (i) its pro rata share of 100% (i) the Net Proceeds of the Class B Trust Units WholeCo Sale Transaction, if any, after deducting for the amount required to satisfy in full all Allowed DIP Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed First Lien Claims, and Allowed Other Secured Claims, (ii) either, (x) the net cash sufficient to satisfy proceeds or (y) distribution, of the Subordinated Note Trustee ExpensesMSP Recovery Class A Stock outstanding as of the Petition Date1, and (iii) the recovery, if any, on account of the Litigation Trust Causes of Action (defined below) assigned or otherwise transferred to the extent not otherwise paid by Post-Confirmation Litigation Trust (defined below); or ii. In the Debtor. Impaired / Entitled to Vote Class 5 Preferred Equity Interests Each Holder event of an Allowed Preferred Equity Interest shall receive a Stand-Alone Restructuring Plan, its pro rata share of 100(i) warrants to purchase, after giving effect to the Restructuring, 5% of the Class C Trust Units. Impaired / Entitled total outstanding Reorganized Equity (subject to Vote Class 6 Common dilution by the Participation Fee, any Plan Sponsor Equity Interests All Common Equity Interests Share, and the MIP) exercisable for a 5-year period commencing on the Effective Date which shall be cancelledstruck at par plus accrued value of the First Lien Claims and have no Black-Scholes protection (the “GUC Warrants”), released(ii) either, discharged(x) the net cash proceeds or (y) distribution, of the MSP Recovery Class A Stock outstanding as of the Petition Date, and extinguished and will be of no further force or effect(iii) the recovery, and Holders of such Interests shall not receive or retain any distributionif any, property, or other value on account of such Intereststhe Litigation Trust Causes of Action assigned or otherwise transferred to the Post-Confirmation Litigation Trust. Impaired / Deemed Except as otherwise agreed to Reject Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, (c) converted to equity, or (d) otherwise set off, settled, or distributed, in each case at the option of the Debtor with the consent of the Required Ad Hoc Senior Noteholder Parties Requisite Consenting Creditors, the Debtors shall use commercially reasonable efforts to seek to have any General Unsecured Claims of former directors and officers or any affiliate or related entity of any of the Creditors’ Committeeforegoing will be waived, extinguished, subordinated, recharacterized, and/or objected to (as applicable) by the Debtors. Unimpaired / Deemed For the avoidance of doubt, any claims arising under or relating to Accept, or Impaired / Deemed to Reject, the Total Health Agreement shall be classified as ApplicableGeneral Unsecured Claims.

General Unsecured Claims. Each Holder Allowed General Unsecured Claims will receive treatment consistent with the provisions of an the Bankruptcy Code; provided that trade claims of up to $3 million may be unimpaired.other than Encana Claims may elect to either (i) participate in the general unsecured claim cash pool (the “GUC Cash Pool”) or (ii) receive (x) their pro rata share of the general unsecured creditor equity pool (the “GUC Equity Pool”) and (y) for certain holders of Allowed General Unsecured Claims (the “GUC Eligible Holders”), the opportunity to participate in a rights offering (the “GUC Rights Offering”). The GUC Cash Pool will consist of $3.75 million in cash, and holders of Allowed General Unsecured Claims that elect to participate in the GUC Cash Pool will receive cash equal to 12% of the amount of their Allowed General Unsecured Claim shall receive its pro rata share of: • 100% upon the Allowance of such Claim; provided, however, that if the NewCo Common Stock; • 100% of the Class A Trust Units; and • GUC Cash sufficient to satisfy the Senior Note Trustee ExpensesPool has been exhausted, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims with the ability will no longer be able to elect to receive cash participate in lieu of the foregoing distributions in an amount and on terms to be agreed to by the Debtor, the Creditors’ CommitteeGUC Cash Pool, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each Holder of an Allowed Subordinated Note Claim shall all such Holders will receive (i) its their pro rata share of 100% the GUC Equity Pool and, for such Holders that are also GUC Eligible Holders, the opportunity to participate in the GUC Rights Offering. The GUC Equity Pool will consist of the Class B Trust Units and (ii) cash sufficient to satisfy the Subordinated Note Trustee Expenses, to the extent not otherwise paid by the Debtor. Impaired / Entitled to Vote Class 5 Preferred a number of New Equity Interests Each Holder of an Allowed Preferred Equity Interest shall receive its pro rata share of 100% of the Class C Trust Units. Impaired / Entitled (subject to Vote Class 6 Common Equity Interests All Common Equity Interests shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests. Impaired / Deemed to Reject Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject Class 8 Intercompany Claims / Intercompany Interests Each Intercompany Claim and Intercompany Interest shall be dilution by (a) cancelled, released, and dischargedthe Warrant Equity, (b) reinstatedthe Management Incentive Plan, (c) converted to equitythe GUC Rights Offering, or and (d) otherwise set off, settled, or distributed, in each case at New Equity Interests issued to Encana) equal to (x) 0.00000000000000% multiplied by (y) the option total amount of Allowed General Unsecured Claims multiplied by (z) the number of New Equity Interests as of the Debtor with Effective Date; provided that in no event shall the consent GUC Equity Pool exceed 0.22% of the Required Ad Hoc Senior Noteholder Parties and New Equity Interests as of the Creditors’ Committee. Unimpaired / Deemed to Accept, or Impaired / Deemed to Reject, as ApplicableEffective Date.