Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and are authorized in all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent with and pursuant to the terms and conditions of this Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Law, including any applicable Corporate Governance Documents; (4) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions Memorandum; and (7) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Plan. The Confirmation Order shall, and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan.

Restructuring Transactions. On or before the Effective Date, or as soon as reasonably practicable thereafter, contemporaneously with the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions cancellation and are authorized in discharge of all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent with and Claims pursuant to the terms Plan and conditions the issuance of this the New Common Stock, the Reorganized Debtors may effect corporate restructurings of their respective businesses, including actions to simplify, reorganize and rationalize the overall reorganized organizational structure of the Reorganized Debtors (together, the “Restructuring Transactions”). The Restructuring Transactions may include (i) dissolving companies or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in furtherance of the Plan, including: or engaging in any other transaction in furtherance of the Plan, (1iii) the execution executing and delivery of any delivering appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, saleliquidation, purchasedomestication, continuation or liquidation reorganization containing terms that are consistent with the terms of this Plan, the Plan Supplement, and that satisfy the RSArequirements of applicable law; (2iv) the execution executing and delivery of delivering appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of this the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3v) the execution, delivery, and filing, if applicable, of filing appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, consolidation or dissolution or other filings or recordings pursuant to applicable state Lawlaw; and (vi) taking any other action in connection with such organizational restructurings. In each case in which the surviving, including resulting or acquiring Entity in any applicable Corporate Governance Documents; (4) of these transactions is a successor to a Reorganized Debtor, such surviving, resulting or acquiring Entity will perform the issuance and distribution obligations of the Series A Units, Series A-1 Units, Series B Unitsapplicable Reorganized Debtor pursuant to the Plan, and Class C Unitspaying or otherwise satisfying the applicable Allowed Claims. Implementation of any Restructuring Transactions shall not affect any performance obligations, as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactionsdistributions, including any transactions discharges, exculpations, releases or injunctions set forth in the Restructuring Transactions Memorandum; and (7) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Plan. The Confirmation Order shall, and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan.

Restructuring Transactions. On or before and after the Effective Confirmation Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate take all actions set forth in the Restructuring Transactions Steps Memorandum and are authorized in all respects to may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this the Plan that are consistent with and pursuant to the terms and conditions of this the Plan, includingwhich transactions may include, as applicable: (1a) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this the Plan, the Plan Supplement, and the RSA; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may parties agree; (3c) the execution, delivery, and filing, if applicable, filing of appropriate certificates or articles of incorporation, reincorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state Law, including any applicable Corporate Governance Documentslaw; (4d) the issuance and distribution consummation of the Series A UnitsNew Common Equity Raise, Series A-1 Units, Series B Units(e) the execution and delivery of the New Shareholders Agreement and the New Quorum Constituent Documents, and Class C Unitsany certificates or articles of incorporation, bylaws, or such other applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); and the issuance, distribution, reservation, or dilution, as applicable, of the New Common Stock, as set forth in this Planherein; (5f) the execution and delivery of the QHC Litigation Trust Agreement and the creation of the QHC Litigation Trust; (g) the adoption of the Management Incentive PlanMIP and the issuance and reservation of the New Common Stock to the participants in the MIP on the terms and conditions set by the Reorganized Quorum Board after the Effective Date; (6h) such the sale or other transactions that are required disposition of Galesburg by Quorum or Reorganized Quorum, as applicable, including, without limitation, by abandonment of Galesburg pursuant to effectuate section 554 of the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions MemorandumBankruptcy Code; and (7i) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law law in connection with this Plan. The Confirmation Order shall, and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this PlanRestructuring Transactions.

Restructuring Transactions. On or before after the Effective Date, or as soon as reasonably practicable thereafter, the applicable Reorganized Debtors or Reorganized Debtors, as applicable, shall consummate with the Restructuring Transactions consent of the Required Lenders (to the extent such actions are taken on the Effective Date) may enter into such transactions and are authorized in all respects to may take all such actions as may be necessary or appropriate to effect any transaction described ina corporate restructuring of their respective businesses, approved by, contemplated byto simplify otherwise the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Subsidiary Debtors under the laws of jurisdictions other than the laws of which the applicable Subsidiary Debtors are presently incorporated. Such restructuring is contemplated to include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Debtors or Reorganized Debtors to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effectuate this Plan that are consistent with and pursuant to effect the terms and conditions of this Plan, includingRestructuring Transactions may include: (1i) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, liquidation or liquidation dissolution containing terms 486 that are consistent with the terms of this Plan, the Plan Supplement, and that satisfy the RSAapplicable requirements of applicable state law and such other terms to which the applicable entities may agree; (2ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, duty or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having such other terms to which the applicable Entities entities may agree; (3iii) the execution, delivery, and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, consolidation or dissolution pursuant to applicable state Law, including any applicable Corporate Governance Documents; (4) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions Memorandumlaw; and (7iv) all other actions that the applicable Entities entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law state law in connection with this Plansuch transactions. The Confirmation Order shallRestructuring Transactions may include one or more mergers, and shall be deemed toconsolidations, pursuant to both sections 1123 and 363 of the Bankruptcy Coderestructurings, authorizedispositions, among other thingsliquidations or dissolutions, all actions as may be determined by the Reorganized Debtors to be necessary or appropriate to effect any transaction described inresult in substantially all of the respective assets, approved byproperties, contemplated byrights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting, or necessary acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to effectuate this Plana Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations.

Restructuring Transactions. On or before and after the Effective Confirmation Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate take all actions as necessary or appropriate to effectuate the transactions described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions Support Agreement and are authorized the Plan as set forth in all respects to the Restructuring Steps Memorandum and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this the Plan that are consistent with and pursuant to the terms and conditions of this Planthe Plan (collectively, includingthe “Restructuring Transactions”), which transactions may include, as applicable: (1a) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this the Plan, the Plan Supplement, and the RSA; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may parties agree; (3c) the execution, delivery, and filing, if applicable, filing of appropriate certificates or articles of incorporation, reincorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state Lawlaw; (d) the execution and delivery of the Rights Offering Documents, including any applicable the New Convertible Notes Indenture, and the Exit Facility Documents, (e) the execution and delivery of the New Stockholders Agreement and the New Corporate Governance Documents, and any certificates or articles of incorporation, bylaws, or such other applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); (4f) the issuance and distribution issuance, distribution, reservation, or dilution, as applicable, of the Series A Units, Series A-1 Units, Series B Units, and Class C UnitsNew Common Stock, as set forth in this Planherein; (5g) the adoption of the Management Incentive Plan; (6) such other transactions that are required Plan and the issuance and reservation of the New Common Stock to effectuate the Restructuring Transactions, including any transactions set forth participants in the Restructuring Transactions MemorandumManagement Incentive Plan as determined by and on the terms and conditions set by the Reorganized Chaparral Parent Board after the Effective Date; and (7h) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law law in connection with this Planthe Restructuring Transactions, in each case subject to the Creditor Consent Rights. Without limiting the foregoing, the Restructuring Transactions may include changes to the corporate and/or capital structure of Chaparral Parent and/or any of its subsidiaries to be made on or prior to the Effective Date, in each case, subject to the Creditor Approval Rights and as may be set forth in the Plan Supplement. For the avoidance of doubt, such changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of Chaparral Parent and/or one or more of its subsidiaries into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holdings companies, (iii) the merger of one or more existing or newly formed entities and/or holding companies, (iv) the issuance of intercompany liabilities and/or intercompany equity, and (v) any “election” that may be made for United States federal income tax purposes, (vi) the creation of one or more newly formed entities and/or (vi) the restructuring or repositioning of any of the direct or indirect subsidiaries of Chaparral Parent. The Confirmation Order shall, and shall be deemed todeemed, pursuant to both sections section 1123 and section 363 of the Bankruptcy Code, to authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this the Plan.

Restructuring Transactions. On or before the Effective Date, Date or as soon as reasonably practicable thereafter, the Reorganized Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Reorganization Transactions and are authorized in all respects to take all actions reasonably acceptable to the Consenting Stakeholders as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent with and pursuant to the terms and conditions of this PlanRestructuring Transactions, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this Plan, the Plan Supplementand the Restructuring Support Agreement, and that satisfy the RSArequirements of applicable law and any other terms to which the applicable Entities may agree, including, but not limited to the documents comprising the Plan Supplement and the New Organizational Documents; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA Restructuring Support Agreement and having other terms to for which the applicable Entities may agree; (3) the execution, delivery, delivery and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Lawlaw, including any applicable Corporate Governance New Organizational Documents; (4) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions Memorandum; and (75) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Plan. The Confirmation Order shall, and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Planlaw.

Restructuring Transactions. On or before the Effective Date, Date or as soon as reasonably practicable thereafterthereafter and with the consent of the Requisite Majority Consenting Noteholders, the Debtors or the Reorganized Debtors, Debtors (as applicable) are authorized, shall consummate without further order of the Restructuring Transactions and are authorized in all respects Bankruptcy Court, to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, by or necessary to effectuate this Plan that are consistent the Restructuring Transactions under and in connection with and pursuant to the terms and conditions of this Plan, including, without limitation: (1a) the execution and delivery of any all appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, dissolution or liquidation containing terms that are consistent with the terms of this Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3c) the executionrejection or assumption, delivery, and filing, if as applicable, of Executory Contracts and Unexpired Leases; (d) selection of the board of directors (or equivalent) of the Reorganized Debtors; (e) the filing and/or execution of appropriate limited liability company agreements, certificates or articles of incorporation, formationincorporation or organization, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, conversion or dissolution pursuant to applicable state Law, including any applicable Corporate Governance Documentslaw; (4f) the consummation of the transactions contemplated by any post-effective date financing and the execution thereof; (g) the issuance and distribution of the Series A Units, Series A-1 Units, Series B UnitsNew Common Stock and the New Warrants, and Class C Units, as set forth in this Plan; (5) adoption the execution of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions Memorandumall documents related thereto; and (7h) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Plan. The Confirmation Order shall, and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Planlaw.

Restructuring Transactions. On or before Before, on, and after the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and are authorized in all respects to may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this the Plan that are consistent with and pursuant to the terms and conditions of this the Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this the Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery, delivery and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Lawlaw, including any applicable Corporate Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, New Equity Interests as set forth in this the Plan; (57) adoption the reservation of the Management Incentive PlanPlan Pool; (68) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Transactions MemorandumSteps; and (710) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Planlaw. The Confirmation Order shall, shall and shall be deemed to, pursuant to both sections section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. On or before after the Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effectuate a corporate restructuring of their business, to otherwise simplify the overall corporate structure of the Debtors, or to organize certain of the Debtors under the Laws of jurisdictions other than the jurisdictions in which such Debtors currently are organized, which restructuring may include one or more mergers, consolidations, acquisitions, transfers, assignments, dispositions, liquidations, or dissolutions as may be determined by the Debtors, in accordance with the Plan Support Agreement, the Backstop Agreement, and the Restructuring Transaction Memorandum (collectively, the “Restructuring Transactions”). In each case in which the surviving, resulting, or acquiring Entity in any such transaction is a successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of such Debtor pursuant to this Plan to satisfy the Allowed Claims against, or Allowed Interests in, such Debtor, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which provides that another Debtor shall perform such obligations. In effectuating the Restructuring Transactions, the Debtors shall be permitted to: (a) execute and deliver appropriate agreements or other documents of merger, consolidation, restructuring, disposition, transfer, assignment, liquidation, or dissolution containing terms that are consistent with the terms of this Plan and the Confirmation Order and that satisfy the requirements of applicable state Law and such other terms to which the applicable Entities may agree; (b) execute and deliver appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, Liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (c) file appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state Law; and (d) take all other actions that the applicable Entities determine to be necessary or appropriate, in accordance with the consent rights set forth in the Plan Support Agreement and the Backstop Agreement, including making filings or recordings that may be required by applicable Law in connection with such transactions. Upon the Confirmation Date, without any further Bankruptcy Court approval, the Debtors shall have the right, but not the obligation, to acquire any asset of any other Debtor (including a Debtor for which Confirmation of this Plan has not occurred) in exchange for an assumption of certain Liabilities of such Debtor (including all General Unsecured Claims asserted against such Debtor’s Estate, which General Unsecured Claims shall receive the treatment provided to such Claims under Article III.B.5 of this Plan regardless of the treatment of any other Claim or Interest of any acquiring Debtor), provided that the acquiring Debtor and the selling Debtor each determine that such transfer, in the exercise of its business judgment, and in accordance with and subject always to the consent rights set forth in the Plan Support Agreement and the Backstop Agreement, is in the best interest of such Debtor and its respective Estate. On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and are authorized in all respects to Debtors may take all actions consistent with this Plan, the Confirmation Order, the Plan Support Agreement, the Backstop Agreement, and the Restructuring Transaction Memorandum, as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent the Restructuring Transactions under and in connection with and pursuant to the terms and conditions of this Plan, including: : (1a) the execution and delivery of any appropriate agreements or other documents of mergerexecution, amalgamationadoption, consolidationamendment, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this Plan, the Plan Supplement, and the RSA; (2) the execution and and/or delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, interest, right, liabilityLiability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA Confirmation Order, and having other terms to for which the applicable Entities may parties agree; , including the Exit Facilities, the Rights Offerings, and New Warrants; (3b) the execution, delivery, and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Law, including any applicable Corporate Governance Documents; ; (4c) the issuance and distribution execution, adoption, amendment, and/or delivery of the Series A Unitsapplicable documents included in the Plan Supplement, Series A-1 Unitsto the extent required by the Debtors, Series B Unitsincluding, and Class C Unitsbut not limited to, as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions MemorandumDocuments where relevant; and and (7d) all other actions that the applicable Entities determine to be necessary or appropriate, in the most tax efficient manner to the extent commercially reasonable, including making filings or recordings that may be required by applicable Law and opening new bank accounts, but in connection each case only to the extent not inconsistent with the Plan Support Agreement and the Backstop Agreement. For purposes of consummating this PlanPlan and the Restructuring Transactions, none of the transactions contemplated in this Article IV.B shall constitute a change of control under any agreement, contract, or document of the Debtors. The Confirmation Order shallEach officer, member of the board of directors, or manager of the Debtors is (and each officer, member of the board of directors, or manager of the Reorganized Debtors shall be) authorized and directed to issue, execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and shall be deemed toother agreements or documents, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all take such actions as may be necessary or appropriate to effect effectuate, implement, and further evidence the terms and conditions of this Plan and the securities issued pursuant to this Plan in the name of and on behalf of the Reorganized Debtors, all of which shall be authorized and approved in all respects, in each case, without the need for any transaction described inapprovals, approved byauthorizations, contemplated byconsents, or necessary any further actions required under applicable Law, regulation, Order, or rule (including, without limitation, any action by the shareholders or directors or managers of the Debtors or the Reorganized Debtors) except for those expressly required pursuant to effectuate this Plan. All matters provided for herein involving the corporate structure of the Debtors or Reorganized Debtors, or any corporate, limited liability company, or related action required by the Debtors or Reorganized Debtors in connection herewith shall be deemed to have occurred and shall be in effect, without any requirement of further action by the shareholders, members, directors, or managers of the Debtors or Reorganized Debtors, and with like effect as though such action had been taken unanimously by the shareholders, members, directors, or managers, as applicable, of the Debtors or Reorganized Debtors.

Restructuring Transactions. On or before the Effective Date, Date or as soon as reasonably practicable thereafter, the Debtors or Reorganized Plan Administrator, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date Xxxxx City Debtors, as applicablethe Non-Debtor Subsidiaries, shall consummate the Restructuring Transactions Purchaser Parties, and are authorized in all respects to EIX may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent the Restructuring Transactions under and in connection with and pursuant to the terms and conditions of this Plan, the Purchase Agreement, and the EIX Settlement Agreement, including, without limitation: (1) the execution and delivery of any all appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this the Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3) the executionrejection or assumption, delivery, and filing, if as applicable, of Executory Contracts and Unexpired Leases; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Law, including any applicable Corporate Governance Documents; (4) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in this Planlaw; (5) adoption the consummation of the Management Incentive Plantransactions contemplated by the Purchase Agreement; (6) such other transactions that are required the issuance of the New Interests and the execution of all documents related thereto; (7) the consummation of the Post-Effective-Date Reorganization Trust Matters; (8) MWG’s assumption of the PoJo Leases and Documents, subject to effectuate the PoJo Lease Modifications; (9) the payment by the Reorganization Trust of the Agreed PoJo Cure Amount and PoJo Restructuring Transactions, including any Fees; and (10) the consummation of the transactions set forth in the Restructuring Transactions Memorandum; and (7) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this PlanEIX Settlement Agreement. The Confirmation Order shall, Debtors shall consult with the Committee and shall be deemed to, pursuant to both sections 1123 and 363 of the Bankruptcy Code, authorize, among Supporting Noteholders regarding any material Restructuring Transaction other things, all actions as may be necessary than those specifically described or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this provided for in the Plan.

Restructuring Transactions. On Without limiting any rights and remedies of the Debtors or before the Reorganized Debtors under this Plan or applicable law, but in all cases subject to the terms and conditions of the Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Reorganized Debtors to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan prior to, on and after the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and are authorized in all respects to take all including such actions as may be necessary or appropriate to effect any transaction described ineffectuate a corporate restructuring of their respective businesses, approved by, contemplated by, or necessary to effectuate this Plan that are consistent with and pursuant to otherwise simplify the terms and conditions overall corporate structure of this Plan, including: the Reorganized Debtors. Such restructuring may include (1i) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchaseliquidation, or liquidation dissolution containing terms that are consistent with the terms of this Plan, Plan and that satisfy the Plan Supplement, applicable requirements of applicable law and such other terms to which the RSAapplicable entities may agree; (2ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debtduty, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having such other terms to which the applicable Entities entities may agree; (3iii) the execution, delivery, and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Lawlaw, including any applicable the execution and delivery of the New Corporate Governance Documents; (4iv) the execution and delivery of the Amended and Restated Credit Documents and entry into the Amended and Restated Credit Facility; (v) the execution and delivery of the Exit Facility Documents and entry into the Exit Facility; (vi) pursuant to the Equity Rights Offering Documents, the implementation and consummation of the Equity Rights Offering, the issuance of rights to subscribe for New Common Interests pursuant to the Equity Rights Offering Procedures to the Holders of Unsecured Notes Claims, and the issuance and distribution of the New Common Interests in connection therewith; (vii) the issuance and distribution of the Series A Units, Series A-1 Units, Series B Units, and Class C Units, New Common Interests as set forth in this Plan; (5) adoption of the Management Incentive Plan; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Transactions Memorandum; and (7viii) all other actions that the applicable Entities entities determine to be necessary or appropriate, in form and substance acceptable to the Required Consenting Creditors, including making filings or recordings that may be required by applicable Law law in connection with such transactions, but in all cases subject to the terms and conditions of this PlanPlan and the Definitive Documents and any consents or approvals required. The Confirmation Combined Order shall, shall and shall be deemed to, pursuant to both sections section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan.