Common use of Restructuring Clause in Contracts

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan set forth in Schedule 4.16 (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”) prior to the Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the status of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereof.

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and The Company shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in (a) consummate the steps plan set forth in Schedule 4.16 (such steps plan, of the Restructuring identified as the “Restructuring Steps PlanKykloud & BlueCielo Group Restructuring” and the steps outlined therein, the “Restructuring”) on Schedule A attached hereto prior to the Securities Purchase Closing and (b) take all commercially reasonable actions within its control to implement the remaining steps of the Restructuring and use commercially reasonable efforts to consummate such remaining steps, in each case, as promptly as practicable after the date hereof and prior to the Securities Purchase Closing, except with respect it being understood and agreed that the failure to actions expressly contemplated or permitted by consummate any portion of the Restructuring Steps Plan referred to take place after the First Closingin clause (b) shall not, with such changes in and of itself, constitute or give rise to the Restructuring Steps Plan as may be requested by any Governmental Authority failure of a condition to the Securities Purchase Closing or the Monitoring TrusteeMerger Closing. Seller The Company shall (i) keep Purchaser the Parent reasonably informed with respect to on a regular and current basis (including through update calls held on a weekly basis or otherwise as the Parent may reasonably request) of the status of the Restructuring, (ii) provide the Parent with a reasonable opportunity to review and comment on drafts of all relevant documents and filings in connection with the Restructuring, and (iii) provide such other information in connection with the Restructuring as the Parent may reasonably request. If the Company determines that the completion of any step of the Restructuring is limited or restricted or may be materially delayed, then the Company shall promptly notify the Parent and shall make changes to reasonably cooperate and consult with the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering Parent in good faith Purchaser’s views to remove any such limitation or restriction or avoid such delay (including, as and comments that are provided to the extent reasonably agreed by the Parent and the Company, modifying the Restructuring in a timely mannermanner that is reasonably acceptable to the Parent and the Company). If Purchaser does not consent The Company shall promptly notify the Parent in writing (such consent not to be unreasonably withheld, conditioned or delayedfollowing the completion of any steps of the Restructuring described in Section 6.04(b) to any such changes the extent completed prior to the Restructuring Steps Plan, then Seller Securities Purchase Closing and shall indemnify and hold Purchaser and its Affiliates (including provide the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change Parent with evidence reasonably satisfactory to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereofParent of such completion.

Restructuring. To facilitate (a) The SunGard Entities, the TransactionCompany and their applicable Subsidiaries shall use commercially reasonable efforts to complete the Restructuring prior to the Applicable Closing and, from to the extent any aspect thereof is not so completed, to complete such aspects as soon as reasonably practicable after the Applicable Closing; provided, however that (i) the India Subsidiary Separation (as described in Exhibit C) shall be completed prior to the Applicable Closing and (ii) the Restructuring shall be completed by the SunGard Entities and their Subsidiaries no later than the later of twelve (12) months after the date hereof and six (6) months after the Applicable Closing; provided that the SunGard Entities shall not be in breach of this Agreement until Section 7.18 if it fails to complete any element of the Closing DateRestructuring by such time if the failure to complete such element by such time is a result of one or more Incremental Restructuring Requests (as defined in Exhibit C) in respect of such element. (b) Notwithstanding anything to the contrary contained in this Agreement, Seller shallto the extent that the consummation of any portion of the Restructuring would require any approval, consent or waiver of any Governmental Body or third party and such approval, consent or waiver shall not have been obtained prior to the Applicable Closing, following the Applicable Closing, the Parties shall use commercially reasonable efforts, and shall use its reasonable best efforts cooperate with each other, to cause Rexam toobtain promptly such approval, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan set forth in Schedule 4.16 (such steps plan, the “Restructuring Steps Plan” consent or waiver. All fees and the steps outlined therein, the “Restructuring”) prior to the Closing, except expenses with respect to actions expressly contemplated or permitted obtaining such approvals, consents and waivers shall be paid by the Restructuring Steps Plan SunGard Entities pursuant to take place after Section 9.5. (c) Following the First Applicable Closing, with such changes in the event that any SunGard Entity or any of its Subsidiaries, or any Datatel Entity, the Surviving Corporation or any of their respective Subsidiaries determines that any asset or Liability (a) should have been contributed to, or assumed by, the Company Entities pursuant to the Restructuring Steps Plan as may but was not so contributed or assumed, the SunGard Entities shall cause any such asset or Liability to be requested by any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect promptly transferred to the status of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser Surviving Corporation (or its counseldesignee) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing or (b) should have been contributed to, or assumed by, the SunGard Entities, the Surviving Corporation shall cause any such consent not asset or Liability to be unreasonably withheld, conditioned or delayed) to any such changes promptly transferred to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereofdesignated SunGard Entity.

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and (a) The Company shall use its reasonable best efforts to cause Rexam torestructure the capitalization of the Company such that the complete capitalization of the Company shall, upon the Closing, be the New Capitalization (the “Restructuring”). In furtherance of and without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to effectuate undertake one or more of the restructuring substantially following actions as outlined expeditiously as possible following the date hereof: (i) (A) commencing an exchange offer pursuant to which the Company will offer to exchange all of its outstanding Public Debt and the Preferred Stock for Class A Common Stock and resulting in the steps plan set forth in Schedule 4.16 New Capitalization, and (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”B) prior to the Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed commencing a related consent solicitation with respect to the status approval of a prepackaged plan of reorganization that will result in the Company having the New Capitalization (the “Prepackaged Plan”); (ii) if the exchange offer described in the immediately preceding paragraph (i) fails to result in the Company having the New Capitalization, but the Company has received the consents necessary under the Bankruptcy Code to confirm the Prepackaged Plan, commence a Bankruptcy Case and file the Prepackaged Plan and a related disclosure statement with the Bankruptcy Court and seeking to obtain the Confirmation Order with respect to the Prepackaged Plan as expeditiously as possible (either of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser options described in this paragraph (or its counselii) and after considering in the immediately preceding paragraph (i) being hereinafter referred to as the “Prepackaged Approach”); (iii) if the Company determines in good faith Purchaser’s views upon the advice of its financial and comments legal advisors and representatives that it is not advisable or feasible to implement the Prepackaged Approach or if such Prepackaged Approach is unsuccessful in effecting the New Capitalization, (A) the Company shall use commercially reasonable efforts to obtain consents or lock-up agreements sufficient to proceed with a pre-negotiated plan of reorganization that will result in the Company having the New Capitalization (the “Pre-negotiated Plan”), and (B) if such consents and/or lock-up agreements are provided in obtained, the Company shall commence a timely manner. If Purchaser does not consent in writing (such consent not Bankruptcy Case and file the Pre-negotiated Plan and a related disclosure statement with the Bankruptcy Court and seek to be unreasonably withheld, conditioned or delayed) to any such changes obtain the Confirmation Order with respect to the Restructuring Steps PlanPre-negotiated Plan as expeditiously as possible; and/or (iv) any other actions reasonably likely to effect the New Capitalization which are acceptable to each Investor in its reasonable discretion. (b) The Company shall provide each Investor with copies of all material motions, then Seller shall indemnify orders, applications and hold Purchaser supporting papers and its Affiliates notices prepared by the Company (including without limitation, forms of orders and notices to interested parties), prior to their being filed with the Purchased Entities after Closing) harmless from Bankruptcy Court, relating in any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change way to the structure from that reflected in this Agreement Bankruptcy Case and shall consult as practicable with each Investor prior to taking any significant action with respect to the Restructuring Steps Plan on Restructuring, including the date hereofBankruptcy Case.

Restructuring. To facilitate (a) Seller shall complete in all material respects the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan transactions set forth in Schedule 4.16 steps 1 through 6 of the Restructuring Plan (such steps plan, date of completion the “Restructuring Steps Plan” and the steps outlined therein, the “RestructuringPhase I Completion Date”) by January 20, 2017; provided, that Seller shall have no obligation to complete the transactions set forth in step 5 of the Restructuring Plan, or any subsequent steps in the Restructuring Plan, unless the Subsequent Deposit has been made by Purchaser with the Escrow Agent in accordance with Section 2.8. Seller shall complete in all material respects the transactions set forth in steps 7 through 9 of the Restructuring Plan prior to Closing. Purchaser and Seller shall cooperate to complete in all material respects the transactions set forth in steps 10 and 14 of the Restructuring Plan immediately prior to the Canadian Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Purchaser and Seller shall keep Purchaser reasonably informed with respect cooperate to complete in all material respects the status transactions set forth in steps 12 and 13 of the Restructuring and Plan after the Canadian Closing. Without the prior written consent of Purchaser, which consent shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, Seller shall not amend the Restructuring Plan. (b) Notwithstanding the transactions contemplated by step 8 of the Restructuring Plan, following the date hereof and prior to the Closing Date, Seller and Purchaser shall use commercially reasonable efforts to negotiate in good faith to mutually agree to repay the ECA Indebtedness as described in step 8 of the Restructuring Plan or as otherwise mutually agreed alternative (the “ECA Repayment”); provided that Seller shall not be required to agree to any such changes to ECA Repayment option that Seller determines could impair or delay the Restructuring Steps Plan, then consummation of the transactions contemplated by this Agreement or that Seller shall indemnify and hold Purchaser and determines could have an adverse effect on Seller or its Affiliates (including the Purchased Entities after Closing) giving effect to any proposal by Purchaser to hold Seller harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trusteeadverse effect). If Seller and Purchaser mutually agree that they willto implement an ECA Repayment alternative, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser then step 8 of the Purchased Assets located in Brazil, Restructuring Plan shall be modified accordingly and any resulting amendments Seller and Purchaser shall each use commercially reasonable efforts to this Agreement consummate the transactions contemplated by the ECA Repayment. If Seller and Purchaser do not reach mutual agreement then step 8 of the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereofshall not be modified.

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan set forth in Schedule 4.16 (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”a) prior Prior to the Closing, except Each of the Seller Parties shall and shall cause each Target Business Entity to, (i) comply in all respects with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan, (ii) duly perform all of its respective obligations under the Restructuring Plan to take place meet all applicable deadlines and consummate each step of the Restructuring that is required to be completed prior to the Closing in accordance with the Restructuring Plan and applicable Laws, and (iii) prepare, negotiate and finalize the applicable Restructuring Documents as soon as possible after the First date hereof. (b) Prior to the Closing, each of the Seller Parties shall and shall cause each Target Business Entity to, on a periodic basis (but no less frequently than once a week), provide the Buyer Parties with such changes to (i) an update on the completion status of the Restructuring Steps including the specific status of any step thereto as set forth in the Restructuring Plan and background information and circumstances as the Buyer Parties may be requested by any Governmental Authority or reasonably request, and (ii) documents evidencing the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the completion status of the Restructuring and the steps thereof. ​ ​ ​ ​ (c) After the Closing, the Seller Parties shall cause their relevant Affiliates to, and the Buyer Parties shall cause the Target Group Companies to, (i) comply in all respects with and duly perform their respective obligations under the Restructuring Plan in accordance with the terms thereof, and (ii) meet all applicable deadlines and timely consummate each step of the Restructuring that is required therein to be completed after the Closing. (d) If the Closing has not occurred as of January 28, 2021, the Seller Parties shall, as soon as practicable thereafter but in any event prior to the expiration date of the AVSP License, cause to be duly submitted to the applicable Governmental Authorities an application to renew the AVSP License for three (3) years and shall thereafter (and prior to the Closing Date) use reasonable efforts to seek the approval of such renewal application, provided that if such approval has not been granted prior to the Closing Date, the Seller Parties shall, following the Closing, reasonably cooperate with the Buyer Parties in relation to seeking such approval. (e) The Seller Parties shall make changes the Supplemental Necessary Assets Disclosure to the Restructuring Steps Plan only Buyer Parties as soon as practicable after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss it being agreed that such Supplemental Necessary Assets Disclosure shall be in good faith the optimal structure form of one disclosure letter, delivered to the Buyer Parties no later than the tenth (from 10th) Business Day prior to the viewpoint Closing Date, setting forth any and all assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, employees and Contracts of each or at the disposal of them) any Seller Party or its Affiliates or the Target Business Entity necessary for the restructuring and transfer to Purchaser conduct of the Purchased Target Business as currently conducted to the extent such assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, employees and Contracts were not already disclosed in the Initial Necessary Assets located Disclosure. Upon receiving the Supplemental Necessary Assets Disclosure, the Buyer may, in Brazilits sole discretion, determine to have any assets, businesses, rights, Permits, Intellectual Property, Information Technology, data or Contracts, or the employment relationship of any employees, in each case set forth in the Supplemental Necessary Assets Disclosure, transferred to the Target Company or its designated Subsidiaries, and any resulting amendments to this Agreement and have such transfer reflected in the Restructuring Steps Plan resulting from any change or the Transition Services Agreement in the sole discretion of the Buyer, and in which case those assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, Contracts and employees shall be treated for all purposes as “Contributed Assets,” “Transferred Contracts” and “Transferred Employees,” as applicable, and so transferred to the structure from that Target Company or its designated Subsidiaries, and shall be reflected in this Agreement and the Restructuring Steps Plan on or the date hereofTransition Services Agreement as such in the sole discretion of the Buyer. No additional consideration shall be payable by any Buyer Party with respect to any of the foregoing. (f) No later than one (1) Business Day prior to the Closing Date, the Seller Parties shall provide to the Buyer Parties a complete list of contracts with Key Hosts Category II, Key Hosts Category III, Key Talent Agencies Category II and Key Talent Agencies Category III as of the Closing Date.

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan set forth in Schedule 4.16 (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”a) prior Prior to the Closing, except Each of the Seller Parties shall and shall cause each Target Business Entity to, (i) comply in all respects with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan, (ii) duly perform all of its respective obligations under the Restructuring Plan to take place meet all applicable deadlines and consummate each step of the Restructuring that is required to be completed prior to the Closing in accordance with the Restructuring Plan and applicable Laws, and (iii) prepare, negotiate and finalize the applicable Restructuring Documents as soon as possible after the First date hereof. (b) Prior to the Closing, each of the Seller Parties shall and shall cause each Target Business Entity to, on a periodic basis (but no less frequently than once a week), provide the Buyer Parties with such changes to (i) an update on the completion status of the Restructuring Steps including the specific status of any step thereto as set forth in the Restructuring Plan and background information and circumstances as the Buyer Parties may be requested by any Governmental Authority or reasonably request, and (ii) documents evidencing the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the completion status of the Restructuring and the steps thereof. (c) After the Closing, the Seller Parties shall cause their relevant Affiliates to, and the Buyer Parties shall cause the Target Group Companies to, (i) comply in all respects with and duly perform their respective obligations under the Restructuring Plan in accordance with the terms thereof, and (ii) meet all applicable deadlines and timely consummate each step of the Restructuring that is required therein to be completed after the Closing. (d) If the Closing has not occurred as of January 28, 2021, the Seller Parties shall, as soon as practicable thereafter but in any event prior to the expiration date of the AVSP License, cause to be duly submitted to the applicable Governmental Authorities an application to renew the AVSP License for three (3) years and shall thereafter (and prior to the Closing Date) use reasonable efforts to seek the approval of such renewal application, provided that if such approval has not been granted prior to the Closing Date, the Seller Parties shall, following the Closing, reasonably cooperate with the Buyer Parties in relation to seeking such approval. (e) The Seller Parties shall make changes the Supplemental Necessary Assets Disclosure to the Restructuring Steps Plan only Buyer Parties as soon as practicable after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss it being agreed that such Supplemental Necessary Assets Disclosure shall be in good faith the optimal structure form of one disclosure letter, delivered to the Buyer Parties no later than the tenth (from 10th) Business Day prior to the viewpoint Closing Date, setting forth any and all assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, employees and Contracts of each or at the disposal of them) any Seller Party or its Affiliates or the Target Business Entity necessary for the restructuring and transfer to Purchaser conduct of the Purchased Target Business as currently conducted to the extent such assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, employees and Contracts were not already disclosed in the Initial Necessary Assets located Disclosure. Upon receiving the Supplemental Necessary Assets Disclosure, the Buyer may, in Brazilits sole discretion, determine to have any assets, businesses, rights, Permits, Intellectual Property, Information Technology, data or Contracts, or the employment relationship of any employees, in each case set forth in the Supplemental Necessary Assets Disclosure, transferred to the Target Company or its designated Subsidiaries, and any resulting amendments to this Agreement and have such transfer reflected in the Restructuring Steps Plan resulting from any change or the Transition Services Agreement in the sole discretion of the Buyer, and in which case those assets, businesses, rights, Permits, Intellectual Property, Information Technology, data, Contracts and employees shall be treated for all purposes as “Contributed Assets,” “Transferred Contracts” and “Transferred Employees,” as applicable, and so transferred to the structure from that Target Company or its designated Subsidiaries, and shall be reflected in this Agreement and the Restructuring Steps Plan on or the date hereofTransition Services Agreement as such in the sole discretion of the Buyer. No additional consideration shall be payable by any Buyer Party with respect to any of the foregoing. (f) No later than one (1) Business Day prior to the Closing Date, the Seller Parties shall provide to the Buyer Parties a complete list of contracts with Key Hosts Category II, Key Hosts Category III, Key Talent Agencies Category II and Key Talent Agencies Category III as of the Closing Date.

Restructuring. To facilitate (a) The Seller Parties shall, Baidu shall cause the TransactionBaidu Parties to, from and the Company shall cause the Group Companies to, negotiate, prepare and finalize in good faith the Restructuring Documents as soon as practicable following the date hereof. (b) From the date hereof until the expiration of this Agreement until the term of the Framework Restructuring Agreement, each of Seller Parties shall, Baidu shall cause the Baidu Parties to, and the Company shall cause the Group Companies to, provide any Investor, at the request of such Investor, with (i) an update on the status of the Restructuring after the completion of any material step thereto and (ii) relevant documentation (if any) evidencing such update. (c) The Seller Parties shall, and Baidu shall cause the Baidu Parties to, and the Company shall cause the Group Companies to, duly perform each of its obligations under the Restructuring Plan to meet any applicable deadlines and consummate the Restructuring in accordance with the Restructuring Plan and in compliance with all applicable PRC Laws in all material respects. (d) To the extent that any necessary actions in order to effect the Restructuring are not completed on the Closing Date, the Seller Parties shall, and Baidu shall cause the Baidu Parties to, and the Company shall cause the Group Companies to, undertake all steps necessary to complete these actions as soon as reasonably possible after Closing. (e) Subject to the terms and conditions of the Restructuring Plan, the Restructuring will be effective as of the date set forth in the Restructuring Plan and consequently, subject to the other provisions of this Agreement, the Seller Parties shall, and Baidu shall cause the Baidu Parties to, and the Company shall cause the Group Companies to, take all necessary action to procure that the benefit and risk of the Principal Business, will be for the account of the Company and its Subsidiaries in accordance with the Restructuring Plan. Without limitation of the foregoing, with respect to any Contributed Asset which shall not have been transferred to the Group Companies prior to the Closing (each, a “Non-Transferred Asset”), until such transfer is completed to the extent permitted by applicable Law and by the terms of such Non-Transferred Asset, each Seller Party shall use its reasonable best efforts to cause Rexam toenter into arrangements, use its reasonable best efforts effective as of the Closing or as promptly as practicable thereafter, to effectuate provide to the restructuring substantially as outlined in Parties the steps plan set forth in Schedule 4.16 (economic and operational equivalent of the transfer of such steps plan, Non-Transferred Asset to the “Restructuring Steps Plan” Group and the steps outlined thereinperformance by the Group of the obligations thereunder as of the Closing and, in furtherance of the “Restructuring”foregoing, (i) prior the Company or its designated Group Company shall, as agent or subcontractor for Baidu (or, as applicable, its relevant Affiliate), pay, perform and discharge fully the Liabilities of Baidu (or, as applicable, its relevant Affiliate) thereunder from and after the Closing Date in accordance with any such alternate arrangement and (ii) Baidu shall, or shall cause its relevant Affiliate to hold in trust for and pay to the ClosingCompany or its designated Group Company promptly upon receipt thereof, except with respect to actions expressly contemplated or permitted all the income, proceeds and other consideration received by the Restructuring Steps Plan to take place after the First ClosingBaidu (or, with such changes as applicable, its relevant Affiliate) to the Restructuring Steps Plan as may be requested by any Governmental Authority or extent related to such Non-Transferred Asset in connection with and in accordance with the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the status terms of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereofalternate arrangement.

Restructuring. To facilitate Prior to the Transaction, from the date of this Agreement until the Closing DateClosing, Seller shallshall take, and or shall use cause its reasonable best efforts Affiliates to cause Rexam totake, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan actions set forth in Schedule 4.16 4.4 of the Seller Disclosure Schedule (such steps planactions, the “Restructuring Steps Plan” and the steps outlined thereincollectively, the “Restructuring”) prior to ). Buyer acknowledges and agrees that the actions set forth in Schedule 4.4 of the Seller Disclosure Schedule shall not constitute a breach or default hereunder. If, following the Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by Seller notifies Buyer that any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed with respect to the status of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments action that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any such changes to the Restructuring Steps Plan, then Seller shall indemnify and hold Purchaser and its Affiliates (including the Purchased Entities after Closing) harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Restructuring to be taken was not taken, the Buyer and Seller agree to use commercially reasonable efforts to cooperate and Purchaser agree take, or cause to be taken, any such action; provided, however, that they will, in the twenty (20) day period following the date of this Agreement, discuss Buyer shall be under no obligation to take any action that Buyer believes in good faith would adversely affect Buyer, the optimal structure (from Company, any of its Subsidiaries or the viewpoint of each of them) for the restructuring Business. The parties acknowledge and transfer to Purchaser agree that as part of the Purchased Assets located Restructuring, Noranda Finance will convert into a Delaware limited liability company and will be renamed Noranda Finance LLC. Noranda Finance LLC shall be and shall be deemed for all purposes to be Seller. This Section 4.4 shall be subject in Brazilall respects to Section 4.7, and any resulting amendments no action shall be permitted pursuant to this Agreement and the Restructuring Steps Plan resulting from any change that directly or indirectly has an impact on the consolidated balance sheet of the Company, with such adjustments as are necessary to present only the assets and liabilities of the Aluminum Sub-Group that is inconsistent with Section 4.7, unless Seller makes an equal and offsetting contribution of cash to the structure from Company or makes a payment with respect to a preexisting obligation owed to a member of the Aluminum Sub-Group, and no Debt incurred or arising in connection with the Restructuring shall be considered Permitted Closing Debt. For the avoidance of doubt, the parties acknowledge and agree that reflected if Seller causes the Company or any Aluminum Subsidiary to distribute any receivable (or otherwise distribute any residual cash) outside the Aluminum Sub-Group pursuant to the second sentence of step 4 of Section 4.4 of the Seller Disclosure Schedule, Seller shall contribute an equal and offsetting amount of funds to the appropriate entity such that the impact on the balance sheet of the distribution of the receivable (or residual cash) to such entity is neutral. The parties acknowledge and agree that any reference in this Agreement to the Company and its Subsidiaries shall be deemed to include Newco, unless the Restructuring Steps Plan on the date hereofcontext reasonably requires otherwise.

Restructuring. To facilitate (a) Seller shall complete in all material respects the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and shall use its reasonable best efforts to cause Rexam to, use its reasonable best efforts to effectuate the restructuring substantially as outlined in the steps plan transactions set forth in Schedule 4.16 steps 1 through 6 of the Restructuring Plan (such steps plan, date of completion the “Restructuring Steps Plan” and the steps outlined therein, the “RestructuringPhase I Completion Date”) by January 20, 2017; provided, that Seller shall have no obligation to complete the transactions set forth in step 5 of the Restructuring Plan, or any subsequent steps in the Restructuring Plan, unless the Subsequent Deposit has been made by Purchaser with the -62- Escrow Agent in accordance with Section 2.8. Seller shall complete in all material respects the transactions set forth in steps 7 through 9 of the Restructuring Plan prior to Closing. Purchaser and Seller shall cooperate to complete in all material respects the transactions set forth in steps 10 and 14 of the Restructuring Plan immediately prior to the Canadian Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Purchaser and Seller shall keep Purchaser reasonably informed with respect cooperate to complete in all material respects the status transactions set forth in steps 12 and 13 of the Restructuring and Plan after the Canadian Closing. Without the prior written consent of Purchaser, which consent shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser (or its counsel) and after considering in good faith Purchaser’s views and comments that are provided in a timely manner. If Purchaser does not consent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, Seller shall not amend the Restructuring Plan. (b) Notwithstanding the transactions contemplated by step 8 of the Restructuring Plan, following the date hereof and prior to the Closing Date, Seller and Purchaser shall use commercially reasonable efforts to negotiate in good faith to mutually agree to repay the ECA Indebtedness as described in step 8 of the Restructuring Plan or as otherwise mutually agreed alternative (the “ECA Repayment”); provided that Seller shall not be required to agree to any such changes to ECA Repayment option that Seller determines could impair or delay the Restructuring Steps Plan, then consummation of the transactions contemplated by this Agreement or that Seller shall indemnify and hold Purchaser and determines could have an adverse effect on Seller or its Affiliates (including the Purchased Entities after Closing) giving effect to any proposal by Purchaser to hold Seller harmless from any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trusteeadverse effect). If Seller and Purchaser mutually agree that they willto implement an ECA Repayment alternative, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser then step 8 of the Purchased Assets located in Brazil, Restructuring Plan shall be modified accordingly and any resulting amendments Seller and Purchaser shall each use commercially reasonable efforts to this Agreement consummate the transactions contemplated by the ECA Repayment. If Seller and Purchaser do not reach mutual agreement then step 8 of the Restructuring Steps Plan resulting from any change to the structure from that reflected in this Agreement and the Restructuring Steps Plan on the date hereofshall not be modified.

Restructuring. To facilitate the Transaction, from the date of this Agreement until the Closing Date, Seller shall, and (a) The Company shall use its reasonable best efforts to cause Rexam torestructure the capitalization of the Company such that the complete capitalization of the Company shall, upon the Closing, be the New Capitalization (the "Restructuring"). In furtherance of and without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to effectuate undertake one or more of the restructuring substantially following actions as outlined expeditiously as possible following the date hereof: (A) commencing an exchange offer pursuant to which the Company will offer to exchange all of its outstanding Public Debt and the Preferred Stock for Class A Common Stock and resulting in the steps plan set forth in Schedule 4.16 New Capitalization, and (such steps plan, the “Restructuring Steps Plan” and the steps outlined therein, the “Restructuring”B) prior to the Closing, except with respect to actions expressly contemplated or permitted by the Restructuring Steps Plan to take place after the First Closing, with such changes to the Restructuring Steps Plan as may be requested by any Governmental Authority or the Monitoring Trustee. Seller shall keep Purchaser reasonably informed commencing a related consent solicitation with respect to the status approval of a prepackaged plan of reorganization that will result in the Company having the New Capitalization (the "Prepackaged Plan"); (ii) if the exchange offer described in the immediately preceding paragraph (i) fails to result in the Company having the New Capitalization, but the Company has received the consents necessary under the Bankruptcy Code to confirm the Prepackaged Plan, commence a Bankruptcy Case and file the Prepackaged Plan and a related disclosure statement with the Bankruptcy Court and seeking to obtain the Confirmation Order with respect to the Prepackaged Plan as expeditiously as possible (either of the Restructuring and shall make changes to the Restructuring Steps Plan only after prior, good faith consultation with Purchaser options described in this paragraph (or its counselii) and after considering in the immediately preceding paragraph (i) being hereinafter referred to as the "Prepackaged Approach"); (iii) if the Company determines in good faith Purchaser’s views upon the advice of its financial and comments legal advisors and representatives that it is not advisable or feasible to implement the Prepackaged Approach or if such Prepackaged Approach is unsuccessful in effecting the New Capitalization, (A) the Company shall use commercially reasonable efforts to obtain consents or lock-up agreements sufficient to proceed with a pre-negotiated plan of reorganization that will result in the Company having the New Capitalization (the "Pre-negotiated Plan"), and (B) if such consents and/or lock-up agreements are provided in obtained, the Company shall commence a timely manner. If Purchaser does not consent in writing (such consent not Bankruptcy Case and file the Pre-negotiated Plan and a related disclosure statement with the Bankruptcy Court and seek to be unreasonably withheld, conditioned or delayed) to any such changes obtain the Confirmation Order with respect to the Restructuring Steps PlanPre-negotiated Plan as expeditiously as possible; and/or (iv) any other actions reasonably likely to effect the New Capitalization which are acceptable to each Investor in its reasonable discretion. (b) The Company shall provide each Investor with copies of all material motions, then Seller shall indemnify orders, applications and hold Purchaser supporting papers and its Affiliates notices prepared by the Company (including without limitation, forms of orders and notices to interested parties), prior to their being filed with the Purchased Entities after Closing) harmless from Bankruptcy Court, relating in any Loss and any incremental Taxes for a Post-Closing Tax Period suffered or incurred by any of them as a result of or arising out of or relating to any such change unless such change was required by the Monitoring Trustee. Seller and Purchaser agree that they will, in the twenty (20) day period following the date of this Agreement, discuss in good faith the optimal structure (from the viewpoint of each of them) for the restructuring and transfer to Purchaser of the Purchased Assets located in Brazil, and any resulting amendments to this Agreement and the Restructuring Steps Plan resulting from any change way to the structure from that reflected in this Agreement Bankruptcy Case and shall consult as practicable with each Investor prior to taking any significant action with respect to the Restructuring Steps Plan on Restructuring, including the date hereofBankruptcy Case.