Common use of Treatment of Executory Contracts and Unexpired Leases Clause in Contracts

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

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases Leases. On the Effective Date, except as otherwise provided in Article V.H.1 and elsewhere herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases not otherwise assumed or rejected will be deemed assumed and assigned to by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanthan those that are: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that previously expired or terminated pursuant to their own terms or agreement of the parties thereto; (3) have been previously assumed or rejected by the Debtors pursuant to a Final Order; (34) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (45) those have an ordered or requested effective date of rejection that are subject is after the Effective Date; provided that notwithstanding anything to a motion to reject an the contrary herein, no Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubtshall be assumed, the Debtors shall not seek to assume assumed and assigned, or reject Executory Contracts and Unexpired Leases, except with rejected without the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)Stakeholders. Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute a Final Order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections of the Executory Contracts and or Unexpired Leases as set forth in the Plan and Plan, or the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Rejected Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease Listor Schedule of Proposed Cure Amounts, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court a Final Order on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by a Final Orderthe Reorganized Debtors. Each Except as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims that may arise in connection therewith. To the maximum extent permitted by Law, any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to this Article V.A the Plan shall be deemed modified such that the transactions contemplated by the Plan shall not constitute a “change of control” or by “assignment” (or terms with similar effect) under, or any order other transaction or matter that would result in a violation, breach or default under, or increase, accelerate or otherwise alter any obligations, rights or liabilities of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by Debtors or the Reorganized Debtors under, or result in accordance with its terms, except as such terms are modified by the provisions creation or imposition of a Lien upon any property or asset of the Plan Debtors or the Reorganized Debtors pursuant to, the applicable Executory Contract or Unexpired Lease, and any order of the Bankruptcy Court authorizing and providing for its assumption consent or advance notice required under applicable federal lawsuch Executory Contract or Unexpired Lease shall be deemed satisfied by Confirmation. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract Leases and Unexpired Lease List identified in this Article V.A and in the Plan Supplement Schedule of Proposed Cure Amounts at any time through and including 45 up to forty-five days after the Effective Date. To the extent that any provision in any of the Bankruptcy Code or the Bankruptcy Rules require the Debtors to assume or reject an Executory Contract or Unexpired Lease assumed Lease, such requirement shall be satisfied if the Debtors make an election to assume or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of reject such Executory Contract or Unexpired Lease (including any “change prior to the deadline set forth by the Bankruptcy Code or the Bankruptcy Rules, as applicable, regardless of control” provision)whether or not the Bankruptcy Court has actually ruled on such proposed assumption or rejection prior to such deadline. If certain, then such provision but not all, of a contract counterparty’s Executory Contracts or Unexpired Leases are assumed pursuant to the Plan, the Confirmation Order shall be deemed modified a determination that such counterparty’s Executory Contracts or Unexpired Leases that are being rejected pursuant to the transactions contemplated Plan are severable agreements that are not integrated with those Executory Contracts and/or Unexpired Leases that are being assumed pursuant to the Plan. Parties seeking to contest this finding with respect to their Executory Contracts and/or Unexpired Leases must file a timely objection to the Plan on the grounds that their agreements are integrated and not severable, and any such dispute shall be resolved by the Plan shall Bankruptcy Court at the Confirmation Hearing (to the extent not entitle resolved by the Executory Contract or Unexpired Lease counterparty thereto parties prior to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretothe Confirmation Hearing).

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, each of the Debtors' Executory Contract Contracts and Unexpired Lease (including those set forth in Leases not previously assumed or rejected pursuant to an order of the Assumed Executory Contract and Unexpired Lease List) Bankruptcy Court shall be assumed and assigned to deemed rejected as of the applicable Reorganized Debtor Effective Date in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: Code except any Executory Contract or Unexpired Lease (1) those that are identified on Exhibit C to this Plan (which shall be Filed as part of the Rejected Executory Contract and Unexpired Lease List; (2Plan Supplement) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject as an Executory Contract or Unexpired Lease pursuant to designated for assumption, (2) which is the requested effective date subject of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek a separate motion or notice to assume or reject Executory Contracts Filed by the Debtors and Unexpired Leases, except with the prior written consent pending as of the Required Consenting Parties and Confirmation Hearing, (3) that previously expired or terminated pursuant to its own terms or (4) that was previously assumed by any of the Committee (which consent shall not be unreasonably withheld)Debtors. Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order an order approving the assumptions and assumptions and assignments or rejections of the such Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease ListPlan, all pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A the Plan or by any order of the Bankruptcy CourtCourt order, which has and not been assigned to a third party on or prior to the Confirmation Effective Date, shall revest in and be fully enforceable by the applicable contracting Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective DateCourt. To the maximum extent that permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including including, without limitation, any “"change of control” " provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement Exhibit C to the Plan in their discretion prior to the Effective Date on no less than three (3) days' notice to any counterparty to an Executory Contract or Unexpired Lease affected thereby.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, each Leases. Each Executory Contract and Unexpired Lease (including those set forth in shall be deemed assumed, without the Assumed need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date under Bankruptcy Code section 365, unless such Executory Contract and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanLease: (1) those that are was assumed or rejected previously by the Debtors; (2) previously expired or terminated pursuant to its own terms; (3) is the subject of a motion to reject Filed on or before the Effective Date; or (4) is identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject . The assumption of a motion to reject Executory Contracts or and Unexpired Leases that is pending on hereunder may include the Confirmation Date; assignment of certain of such contracts to Affiliates. The Combined Order will constitute an order of the Bankruptcy Court approving the above-described assumptions and assignments. Except as otherwise provided herein or (4) those that are subject agreed to a motion to reject an by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired Lease pursuant shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the prepetition Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval that have been executed by the Bankruptcy Court on or after Debtors during the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent Chapter 11 Cases shall not be unreasonably withheld) or deemed to alter the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment prepetition nature of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease the validity, priority, or to exercise amount of any other default-related rights with respect theretoClaims that may arise in connection therewith.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided hereinherein or in the Plan Supplement or the UK Implementation Agreement (or any other agreement related thereto), each Executory Contract and Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease Assumption List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired Lease Rejection List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease Assumption List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease Rejection List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease Rejection List or Assumed Executory Contract and Unexpired Lease the Assumption List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days the Effective Date, or later, (a) with the consent of the Creditors Committee or (b) after a determination is made by the Bankruptcy Court regarding a disputed Cure Claim amount; provided that the Debtors or the Reorganized Debtors shall not alter, amend, modify, or supplement the Assumption List or the Rejection List with respect to any Newbuild Contracts after the Effective Date. If the Shipyard does not vote in favor of the Plan, the effective date of rejection of the Newbuild Contracts shall be the Effective Date of the Plan unless otherwise agreed to by the Shipyard and the Newbuild Debtors with the consent of the Required Consenting Creditors. If the Shipyard votes in favor of the Plan, the Newbuild Contracts shall be assumed under section 365(a) of the Bankruptcy Code effective as of the Effective Date of the Plan and receipt by the Shipyard of the consideration set forth in the Plan. On or prior to the Effective Date and assumption of the Newbuild Contracts, the Newbuild Debtors shall transfer their owned equipment as set forth in the Newbuild Assumption Term Sheet free and clear of all Liens and Claims to the Shipyard. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed pursuant to section 365 of the Bankruptcy Code and assigned or novated pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment or novation of such Executory Contract or Unexpired Lease (including any “change of control” or “asset transfer” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The Debtors shall reasonably provide the Credit Facility Agent, the Ad Hoc Group and their respective advisors with all reasonable information needed to analyze such decision to reject any material Executory Contract or material Unexpired Lease; provided that this shall not require any Debtor to (1) take any action that is restricted or prohibited by obligations of confidentiality binding on any Debtor, applicable law or the rules of any applicable securities exchange (provided that the Debtors must only withhold the portion of such information or materials that are actually subject to such confidentiality obligations, applicable law or rules of any applicable securities exchange) nor (2) disclose any document or share any information over which any Debtor asserts any legal professional privilege nor waive or forego the benefit of any applicable legal professional privilege.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except Except as otherwise provided herein, or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan with the reasonable consent of the Consenting Noteholders, or by prior order of the Bankruptcy Court, each Debtor shall be deemed to have assumed each Executory Contract and Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 which it is a party except any contract or lease as of the Bankruptcy Code, other thanEffective Date that: (1) those that are identified on was assumed or rejected previously by the Rejected Executory Contract and Unexpired Lease ListDebtors pursuant to an order of the Bankruptcy court entered prior to the Effective Date; (2) those that have been previously rejected by a Final Orderexpired or terminated pursuant to its own terms; (3) those that are is the subject of a motion to reject Executory Contracts filed on or Unexpired Leases that is pending on before the Confirmation Date; or (4) those that are subject to is set forth in a motion to reject schedule, with the reasonable consent of the Consenting Noteholders, as an Executory Contract or Unexpired Lease pursuant to be rejected, filed as part of the Plan Supplement; provided, however, that the Debtors reserve the right on or prior to the Confirmation Date, with the reasonable consent of the Consenting Noteholders, to amend the schedules contained in the Plan Supplement to delete any Executory Contract or Unexpired Lease therefrom or add any Executory Contract or Unexpired Lease thereto, in which event such Executory Contract(s) or Unexpired Lease(s) shall be deemed to be, respectively, either rejected or assumed as of the requested effective date Effective Date. The Debtors shall provide notice of any such rejection is amendments to the parties to the Executory Contracts and Unexpired Leases affected thereby. Notwithstanding the foregoing paragraph, after the Effective Date. For the avoidance of doubt, the Reorganized Debtors shall not seek have the right to assume terminate, amend, or reject Executory Contracts and Unexpired Leasesmodify any intercompany contracts, except with the prior written consent leases, or other agreements without approval of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)Bankruptcy Court. Entry of the Confirmation Order by shall, subject to and upon the occurrence of the Effective Date, constitute (a) the approval, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Court shall constitute a Final Order approving Code, of the assumptions and assumptions and assignments assumption of the Executory Contracts and Unexpired Leases as set forth in assumed pursuant to the Plan and Plan, (b) the Assumed extension of time, pursuant to section 365(d)(4) of the Bankruptcy Code, within which the Debtors may assume, assign or reject the Executory Contract Contracts and Unexpired Lease List Leases through the date of entry of the Confirmation Order, and (c) the rejections approval, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the rejection of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned rejected pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretoSupplement.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided in Article V.H and elsewhere herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases will be deemed assumed and assigned to by the applicable Reorganized Debtor in accordance with the provisions and requirements of the Bankruptcy Court, as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, other thanthan those that are: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases, which Schedule of Rejected Executory Contracts and Unexpired Leases will identify executory contracts or unexpired leases for assumption and assignment to the Purchaser in accordance with the Asset Purchase Agreement; (2) those that previously expired or terminated pursuant to their own terms or agreement of the parties thereto; (3) have been previously assumed or rejected by the Debtors pursuant to a Final Order; (34) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (45) those that are subject to a motion to reject an Executory Contract ordered or Unexpired Lease pursuant to which the requested effective date of such rejection that is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute a Final Order approving the above-described assumptions, assumptions and assumptions and assignments assignments, or rejections of the Executory Contracts and or Unexpired Leases as set forth in the Plan and Plan, the Schedule of Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in Leases, and the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases, as applicable, pursuant to sections 365(a) and 1123 of the Bankruptcy CodeCode and effective on the occurrence of the Effective Date. Any motions to assume Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts or and Unexpired Leases pending on pursuant to the Plan are effective as of the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final OrderDate. Each Executory Contract and or Unexpired Lease assumed pursuant to this Article V.A the Plan or by any Bankruptcy Court order of the Bankruptcy Court, which has but not been assigned to a third party prior to before the Confirmation Date, Effective Date shall revest re-vest in and be fully enforceable by the applicable contracting Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything Any motions to assume Executory Contracts or Unexpired Leases pending on the contrary in Effective Date shall be subject to approval by a Final Order on or after the PlanEffective Date but may be withdrawn, the Debtorssettled, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or otherwise prosecuted by the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the maximum extent that permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle constitute a “change of control” or “assignment” (or terms with similar effect) under, or any other transaction or matter that would result in a violation, breach or default under, or increase, accelerate or otherwise alter any obligations, rights or liabilities of the Debtors or the Reorganized Debtors under, or result in the creation or imposition of a Lien upon any property or asset of the Debtors or the Reorganized Debtors pursuant to, the applicable Executory Contract or Unexpired Lease counterparty thereto to terminate Lease, and any consent or advance notice required under such Executory Contract or Unexpired Lease shall be deemed satisfied by Confirmation. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to exercise alter, amend, modify, or supplement the Schedule of Rejected Executory Contracts and Unexpired Leases and the Schedule of Assumed Executory Contracts and Unexpired Leases the at any other defaulttime up to forty-related rights five (45) days after the Effective Date. To the extent any provision of the Bankruptcy Code or the Bankruptcy Rules require the Debtors to assume or reject an Executory Contract or Unexpired Lease, such requirement shall be satisfied if the Debtors make an election to assume or reject such Executory Contract or Unexpired Lease prior to the deadline set forth by the Bankruptcy Code or the Bankruptcy Rules, as applicable, regardless of whether or not the Bankruptcy Court has actually ruled on such proposed assumption or rejection prior to such deadline. If certain, but not all, of a contract counterparty’s Executory Contracts and/or Unexpired Leases are assumed pursuant to the Plan, the Confirmation Order shall be a determination that such counterparty’s Executory Contracts and/or Unexpired Leases that are being rejected pursuant to the Plan are severable agreements that are not integrated with those Executory Contracts and/or Unexpired Leases that are being assumed pursuant to the Plan. Parties seeking to contest this finding with respect theretoto their Executory Contracts and/or Unexpired Leases must file a timely objection to the Plan on the grounds that their agreements are integrated and not severable, and any such dispute shall be resolved by the Bankruptcy Court at the Confirmation Hearing (to the extent not resolved by the parties prior to the Confirmation Hearing).

Treatment of Executory Contracts and Unexpired Leases. 32 A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) shall Leases not otherwise assumed or rejected will be deemed assumed and assigned to by the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Rejected Executory Contract Contracts and Unexpired Lease ListLeases Schedule; (2) those that have been previously rejected by a Final Order; (3) those that have been previously assumed by a Final Order; (4) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (45) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date; or (6) the Comfort Letters, which shall in all events be assumed by the Debtors pursuant to the Plan. For Notwithstanding anything in this Article V.A to the avoidance of doubtcontrary, the Debtors Executive Employment Agreement and Advisory Agreement shall not seek be deemed to assume be entered into or reject Executory Contracts and Unexpired Leases, except with assumed (as applicable) on the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld)Effective Date. Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute a Final Order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan and or the Assumed Executory Contract and Unexpired Lease List and the rejections of the Rejected Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease ListSchedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts or and Unexpired Leases pending on pursuant to the Plan are effective as of the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final OrderDate. Each Executory Contract and or Unexpired Lease assumed pursuant to this Article V.A the Plan or by any Bankruptcy Court order of the Bankruptcy Court, which has but not been assigned to a third party prior to before the Confirmation Date, Effective Date shall revest re-vest in and be fully enforceable by the applicable contracting Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors. In addition, any objection to the contrary in assumption of an Executory Contract or Unexpired Lease under the PlanPlan must be filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption. B. Claims Based on Rejection of Executory Contracts or Unexpired Leases Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the Bankruptcy Court within 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, with the prior written consent Reorganized Debtors, the Estates, or property of the Required Consenting Parties and foregoing parties, without the Committee (which consent shall not be unreasonably withheld) need for any objection by the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modifyor further notice to, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or preventsaction, order, or purports to restrict approval of the Bankruptcy Court or preventany other Entity, or is breached or deemed breached by, and any Claim arising out of the assumption or assumption and assignment rejection of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules, if any, or a Proof of Claim to terminate such the contrary. Claims arising from the rejection of the Debtors’ Executory Contract Contracts or Unexpired Lease or to exercise any other default-related rights Leases shall be classified as General Unsecured Claims and shall be treated in accordance with respect thereto.Article III.B.6

Treatment of Executory Contracts and Unexpired Leases. A. Assumption Under Bankruptcy Code Section 365, a debtor may assume or reject executory contracts and Rejection of Executory Contracts and Unexpired Leases On unexpired leases. The Plan provides that on the Effective Date, except as otherwise provided herein, each Executory Contract executory contract and Unexpired Lease (including those set forth in unexpired lease of the Assumed Executory Contract and Unexpired Lease List) shall be Debtor that has not been assumed and assigned to or rejected before the applicable Reorganized Debtor in accordance Confirmation Date with the provisions and requirements of sections 365 and 1123 approval of the Bankruptcy Code, other than: (1) those that are identified on Court or for which the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of Debtor has not filed a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with before the prior written consent of the Required Consenting Parties and the Committee (which consent shall not Confirmation Date will be unreasonably withheld)assumed. Entry of the Confirmation Order by the Bankruptcy Court shall will constitute a Final Order approving the assumptions and assumptions and assignments approval of the Executory Contracts and Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List, each assumption pursuant to sections 365(a) and 1123 of the Bankruptcy CodeCode Section 365(c). Any motions The Debtor or Reorganized CWOP (if prior to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall Date) or Jamboree LLC (if after the Effective Date) will make any payments required under Bankruptcy Code Section 365(b)(1). The Debtor intends to file a motion to assume all of its scheduled existing contracts and unexpired leases. The motion to assume will be subject to approval heard by the Bankruptcy Court on or after at the Effective Date by a Final OrderConfirmation Hearing. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order In connection with the assumption of the Bankruptcy Courttenant leases, which has not been assigned the Debtor will refund to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with each tenant its terms, except as such terms are modified by the provisions share of the Plan or any order tax refunds recently received by CWOP for the 1991 through 1995 tax years. The total refunds received total approximately $1.7 million, most of the Bankruptcy Court authorizing and providing for its assumption under applicable federal lawwhich will be refunded to tenants. Notwithstanding anything to the contrary in the PlanIn addition, the Debtors, Debtor intends to assume the various contracts with the prior written consent of Crow entities, including the Required Consenting Parties REA, the Common Area Management Agreement, air space lease dated July 26, 1985 and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after Settlement Agreement on the Effective Date. To The Debtor asserts that there are no amounts in default on those agreements and no payment is necessary under Bankruptcy Code Section 365(b). Such assumption is expressly subject to the extent Crow Litigation, and the Debtor waives no rights in connection with that any provision litigation by virtue of its stated intent to assume such contracts, and in any Executory Contract event, the Debtor's stated intent to assume such contracts is in all respects subject to Rule 408 of the Federal Rules of Evidence and shall not be used as an admission or Unexpired Lease otherwise in the adjudication of such matters. MOREOVER, WHILE THE DEBTOR INTENDS TO ASSUME THESE AGREEMENTS IN CONNECTION WITH THE PLAN, THE DEBTOR RESERVES ALL OF ITS RIGHTS, AND IF THE PLAN IS NOT CONFIRMED, WILL LIKELY REJECT THOSE AGREEMENTS. The Debtor will also assume the Agreement of Understanding under the Plan. On the Effective Date, all executory contracts and unexpired leases assumed or assumed by the Debtor during the Reorganization Case will be assigned to Jamboree LLC. Jamboree LLC will be bound by those contracts and assigned pursuant to any amendments thereto, and it is anticipated that it will perform in accordance with the terms of those contracts and any and all amendments thereto. However, nothing in the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall will be deemed modified such to waive any rights, claims or defenses that the transactions contemplated by the Plan shall not entitle the Executory Contract Debtor, Reorganized CWOP, Jamboree LLC or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights entity might have with respect theretoto any such contracts.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in the Assumed Executory Contract and Unexpired Lease List) Leases shall be deemed assumed and assigned to by the applicable Reorganized Debtor in accordance with the provisions and requirements of pursuant to sections 365 and 1123 of the Bankruptcy Code, other than: than those Executory Contracts and Unexpired Leases that (1i) those that are identified on the Rejected Executory Contract Contracts and Unexpired Lease ListLeases Schedule; (2ii) those that have been previously rejected by a Final Order; (3iii) those that have been previously assumed or assumed and assigned by a Final Order; (iv) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4v) those that are subject to a motion the Debtors have, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective date of such rejection occurring after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to which the requested effective date Plan. The terms of such rejection is after any Final Order entered by the Effective Date. For Court prior to the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent entrance of the Required Consenting Parties Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the Committee (which consent shall not be unreasonably withheld)terms of the Plan and Confirmation Order. Entry of the Confirmation Order by shall constitute an order of the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments rejections of the such Executory Contracts and or Unexpired Leases as set forth in the Plan and Plan, the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in Schedule, the Collective Bargaining Agreements, and the Rejected Executory Contract Contracts and Unexpired Lease ListLeases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after as of the Effective Date. To the maximum extent that permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts restricts, conditions or prevents, or purports to restrict restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transactions transaction contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a party.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption All executory contracts and Rejection unexpired leases not expressly rejected shall be deemed assumed pursuant to the Plan. The Plan Supplement shall contain (a) a schedule of Executory Contracts executory contracts and Unexpired Leases unexpired leases to be assumed by the Debtors, including proposed Cure Costs (the “Assumed Contract Schedule”); and (b) a schedule of executory contracts and unexpired leases to be rejected by the Debtors as of the Effective Date (the “Rejected Contract Schedule”), determined by the Debtors in consultation with the Requisite Majority Consenting Noteholders. On the fourteenth (14th) day after the Effective Date, except as otherwise provided hereinand to the extent permitted by applicable law, each Executory all of the Debtors’ executory contracts and unexpired leases that are not listed on the Rejected Contract and Unexpired Lease (including those set forth in Schedule will be assumed irrespective of whether they are listed on the Assumed Executory Contract Schedule. All executory contracts and Unexpired Lease List) shall be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are unexpired leases identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously Schedule shall be deemed rejected by a Final Order; (3) those that are the subject as of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For The Debtors shall notify all counterparties to contracts on the avoidance Assumed Contract Schedule and the Rejected Contract Schedule of doubtthe filing of such Schedules and shall provide notice of such Schedules on the Debtors’ restructuring website available at [•], and such notice shall be deemed good and sufficient notice for the purposes of section 365 of the Bankruptcy Code and otherwise. Notwithstanding the foregoing, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leasesmay, except with the prior written consent of the Required Requisite Majority Consenting Parties and Noteholders, alter, amend, modify or supplement the Committee (which consent shall not be unreasonably withheld). Entry list of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth executory contracts or unexpired leases identified in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in Schedule and/or the Rejected Executory Contract and Unexpired Lease List, pursuant Schedule at any time prior to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by filing a Final Order. Each Executory revised Assumed Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of Schedule and/or Rejected Contract Schedule with the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Do Not Consummate the Sale Transaction on or before the Effective Date. On the Effective Date, except as otherwise provided herein, each in the Plan or otherwise agreed to by the Debtors and the counterparty to an Executory Contract or Unexpired Lease, all Executory Contracts or Unexpired Leases not previously assumed, assumed and Unexpired Lease (including those set forth assigned, or rejected in the Assumed Executory Contract and Unexpired Lease List) Chapter 11 Cases, shall be deemed assumed and assigned to by the applicable Reorganized Debtor Debtors, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule of Assumed Executory Contracts and Unexpired Leases, other than: (1) those that are identified on the Schedule of Rejected Executory Contract Contracts and Unexpired Lease ListLeases; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order Bankruptcy Court order approving the assumptions, assumptions and assumptions and assignments assignments, or rejections of the Executory Contracts and or Unexpired Leases as set forth in the Plan and or the Assumed Executory Contract and Unexpired Lease List and the rejections Schedule of the Rejected Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease ListLeases, pursuant to sections 365(a) and 1123 of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order. Any motions to assume Unless otherwise indicated or agreed by the Debtors and the applicable contract counterparties, assumptions, assumptions and assignments, or rejections of Executory Contracts or and Unexpired Leases pending on pursuant to the Plan are effective as of the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final OrderDate. Each Executory Contract and or Unexpired Lease assumed pursuant to this Article V.A the Plan or by any Bankruptcy Court order of the Bankruptcy Court, which has but not been assigned to a third party prior to before the Confirmation Date, Effective Date shall revest re-vest in and be fully enforceable by the applicable Reorganized Debtors Debtor in accordance with its terms, except as such terms are may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything law or as otherwise agreed by the Debtors and the applicable counterparty to the contrary in Executory Contract or Unexpired Lease. In the Planevent of an unresolved dispute regarding (1) the amount of any Cure Claim, (2) the Debtors, with the prior written consent ability of the Required Consenting Parties Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or assumed and assigned, or (3) any other matter pertaining to assumption, assignment, or payments of any Cure Claims required by section 365(b)(1) of the Committee (which consent Bankruptcy Code, such dispute shall not be unreasonably withheldresolved by a Final Order(s) of the Bankruptcy Court. The Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in reject any Executory Contract or Unexpired Lease assumed upon the resolution of any cure disputes. If the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or assumed and assigned pursuant to Unexpired Lease is greater than the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached byamount set forth in the applicable Cure Notice, the assumption Debtors or assumption and assignment of Reorganized Debtors, as applicable, will have the right to add such Executory Contract or Unexpired Lease (including any “change of control” provision)to the Rejected Executory Contracts and Unexpired Leases Schedule, then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate in which case such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretowill be deemed rejected as of the Effective Date.

Treatment of Executory Contracts and Unexpired Leases. A. 14.01. Assumption and Rejection of Executory Contracts and Unexpired Leases Leases. On the Effective Date, except as otherwise provided herein, each all Executory Contract and Contracts or Unexpired Lease (including those set forth in Leases, not previously assumed or rejected pursuant to an order of the Assumed Executory Contract and Unexpired Lease List) shall Bankruptcy Court, will be assumed and assigned to the applicable Reorganized Debtor deemed assumed, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other thanthan those Executory Contracts or Unexpired Leases that: (1) those that previously were assumed or rejected by the Debtors; (2) are identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the approval of such assumptions and assumptions and assignments the rejection of the Executory Contracts and or Unexpired Leases as set forth in the Plan and the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in listed on the Rejected Executory Contract and Unexpired Lease List, List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld) Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected schedules of Executory Contract Contracts and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List Leases identified in this Article V.A V and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except ASSUMED CONTRACTS AND LEASES Except as otherwise provided hereinin the Plan, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date each Executory Contract Debtor shall be deemed to have assumed each executory contract and Unexpired Lease unexpired lease to which it is a party, unless such contract or lease (including those i) was previously assumed or rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, or (iii) is otherwise set forth in the Assumed Executory Contract and Unexpired Lease List) shall schedule to be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date. For the avoidance of doubt, the Debtors shall not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior written consent of the Required Consenting Parties and the Committee (which consent shall not be unreasonably withheld). Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions and assumptions and assignments of the Executory Contracts and Unexpired Leases as set forth filed in the Plan and Supplement as being an executory contract or unexpired lease to be rejected, provided, however, that the Assumed Executory Contract and Unexpired Lease List and the rejections of the Executory Contracts and Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease ListDebtors reserve their right, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by at any order of the Bankruptcy Court, which has not been assigned to a third party time prior to the Confirmation Date, shall revest to amend the schedule to be filed in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the provisions of the Plan Supplement to delete any unexpired lease or executory contract therefrom or add any unexpired lease or executory contract thereto. The Confirmation Order shall constitute an order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors, with the prior written consent section 365 of the Required Consenting Parties Bankruptcy Code approving the contract and the Committee (which consent shall not be unreasonably withheld) or the Reorganized Debtorslease assumptions described above, as applicable, reserve the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List or Assumed Executory Contract and Unexpired Lease List identified in this Article V.A and in the Plan Supplement at any time through and including 45 days after of the Effective Date. To Each executory contract and unexpired lease that is assumed and relates to the extent use, ability to acquire or occupancy of real property shall include (a) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that any provision in any Executory Contract manner affect such executory contract or Unexpired Lease assumed unexpired lease and (b) all executory contracts or assumed unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, 494 tunnel or bridge agreements or franchises, and assigned any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect theretoBankruptcy Court.