Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

Restructuring Transactions. On the Effective Date, the DebtorDebtors, Newcothe Reorganized Debtors, GPand/or the New Property Entities, Finance Co and Merger Co as applicable, shall enter into the Consensual Transaction described Restructuring Transactions, including those transactions set forth in Section 3 the Restructuring Transactions Memorandum, and shall take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the Implementation Plan attached overall corporate structure of the Debtors, to the Transaction Support Agreement as Exhibit B. On extent provided therein, including the later Spin Structure and the Partnership Contribution Structure set forth in Article IV.N of the Effective Date Plan and the Merger DateCEOC Merger. The Restructuring Transactions may include one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, spinoffs, intercompany sales, or other corporate transactions as may be determined by the Debtors, the Debtor and Merger Co will enter into a merger agreement under which Reorganized Debtors, and/or the Debtor will merge with Merger CoNew Property Entities, and following as applicable, to be necessary or appropriate without any material adverse effects on the mergerHolders of Prepetition Credit Agreement Claims, Secured First Lien Notes Claims, or Non-First Lien Claims, or the Debtor will be the surviving and successor entityvalue of their respective recoveries. The actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c3) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d4) the execution and delivery of contracts or agreementsthe New Debt Documents, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreementand any filings related thereto; and (e5) all other actions that the applicable Entities determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Plan.

Restructuring Transactions. On or after the Effective Confirmation Date, pursuant to appropriate provisions of applicable state business corporation laws and sections 1123(a) and 1142(b) of the DebtorBankruptcy Code, Newco, GP, Finance Co the Debtors and Merger Co shall the Reorganized Debtors are authorized to enter into such Restructuring Transactions and take such actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or simplify the Consensual Transaction described in Section 3 overall corporate structure of the Implementation Plan attached to the Transaction Support Agreement Reorganized Debtors and make all filings and recordings in connection therewith, all as Exhibit B. On the later contemplated by, among others, Section 5.4 of the Effective Date Modified Plan, and in accordance with applicable terms of the Merger DateModified Plan, the Debtor Exhibits thereto and Merger Co will enter into a merger agreement under which this Second Confirmation Order. Such restructuring may include one or more mergers, consolidations, restructurings, dispositions, liquidations or dissolutions, as may be determined by the Debtor will merge with Merger Co, and following Debtors or the merger, the Debtor will Reorganized Debtors to be the surviving and successor entitynecessary or appropriate. The actions to implement this Plan and the Implementation Plan effect these transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (ai) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, liquidation or liquidation dissolution containing terms that are consistent with the terms of the Modified Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable state law and any such other terms to which the applicable Entities entities may agree; (bii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, duty or obligation on terms consistent with the terms of the Modified Plan and the Transaction Support Agreement and having such other terms for to which the applicable parties entities may agree; (ciii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, consolidation or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (eiv) all other actions that the applicable Entities entities determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructurings, dispositions, liquidations or dissolutions as may be determined by the Debtors or Reorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation shall perform the obligations of the applicable Reorganized Debtor pursuant to the Modified Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations. Each of the following shall occur and be effective as of the date specified in the documents effectuating the applicable Restructuring Transactions or the Effective Date, if no such other date is specified in such other documents, and are authorized and approved in all respects and for all purposes without any requirement of further action by the stockholders or board of directors of any of the Debtors: the Restructuring Transactions; the adoption of new or amended and restated certificates of incorporation and by-laws or similar constituent documents for the Reorganized Debtors; the initial selection of directors and officers for the Reorganized Debtors; effectuation of the Escrow Agreement and the release of the proceeds of the New Senior Subordinated Term Loan; the distribution of cash pursuant to the Modified Plan; the issuance and distribution of the New Common Stock, the New Holdings Creditor Warrants, the Management Options, the New Nominal Warrants, the Fee Warrants and the New Secured Notes pursuant to the Modified Plan; the adoption, execution, delivery and implementation of all contracts, leases, instruments, releases and other agreements or documents related to any of the foregoing, including the Registration Rights Agreement and the Management Option Plan the Escrow Agreement and the New Senior Subordinated Term Loan; the adoption, execution and implementation of employment, retirement and indemnification agreements, incentive compensation programs, retirement income plans, welfare benefit plans and other employee plans and related agreements, including the Management Option Plan; and the other matters provided for under the Modified Plan involving the corporate structure of any Debtor or Reorganized Debtor or corporate action to be taken by or required of any Debtor or Reorganized Debtor. Pursuant to section 1142(b) of the Bankruptcy Code, section 303 of the Delaware General Corporation Law and any comparable provision of the business corporation laws of any other state (collectively, the "Reorganization Effectuation Statutes"), without further action by the Bankruptcy Court or the stockholders or board of directors of any of the Debtors or the Reorganized Debtors, the Debtors and the Reorganized Debtors are authorized to: (i) cause to be filed with the Secretary of State of the State of Delaware or other applicable state or local official (A) any and all certificates, agreements or plans of merger, consolidation, dissolution, liquidation or amendment necessary or appropriate to effectuate the provisions of the Modified Plan and (B) certificates of incorporation, by-laws or similar constituent documents or certificates or articles of amendment thereto, as applicable (collectively, the "Governance Documents"); and (ii) take or cause to be taken all such other actions, including the making of appropriate filings or recordings as may be required under appropriate provisions of applicable state business corporation laws or any other applicable law, or as any of the Chairman of the Board, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, Treasurer, Chief Operating Officer, Senior Vice President, any Vice President or any Secretary (collectively, the "Responsible Officers") of the appropriate Debtor or Reorganized Debtor may determine are necessary or appropriate in connection with the provisions of the Modified Plan and the Governance Documents. Each federal, state and local governmental agency or department is authorized and directed to accept the filing of any Governance Document or other document related to the implementation of the Modified Plan. Without limiting the generality or effect of the foregoing, this Second Confirmation Order is declared and determined to be in recordable form and shall be accepted by any filing or recording officer or authority of any applicable governmental authority or department without any further orders, certificates or other supporting documents. After the Effective Date or the effective time of any applicable Restructuring Transaction, each of the Reorganized Debtors is authorized to amend or restate its certificate of incorporation or by-laws or similar constituent documents as permitted by applicable state law, subject to the terms and conditions of such constituent documents. The Responsible Officers of each Debtor or Reorganized Debtor are authorized to execute, deliver, file or record such contracts, instruments, releases, and other agreements or documents, including any Governance Documents or other documents related to the implementation of the Modified Plan, and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Modified Plan. The Secretary or any Assistant Secretary of each Debtor or Reorganized Debtor is authorized to certify or attest to any of the foregoing actions. The execution of any such document or the taking of any such action is deemed conclusive evidence of the authority of such person to so act.

Restructuring Transactions. On the Effective Date, or following the Debtorentry of the Confirmation Order and prior to the Effective Date, Newcoto the extent set forth in the Restructuring Transactions Memorandum, GPif applicable, Finance Co and Merger Co the applicable Debtors or the Reorganized Debtors shall enter into the Consensual Transaction described in Section 3 any transaction and shall take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the Implementation overall corporate structure of the Debtors on the terms set forth in the Plan attached and the Restructuring Transactions Memorandum, if applicable, including the issuance of all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger DatePlan, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Coone or more inter-company mergers, and following the mergerconsolidations, the Debtor will be the surviving and successor entityamalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, or other corporate transactions. The actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b1) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c1) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e1) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan.

Restructuring Transactions. On or before the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Consensual Transaction described Restructuring Transactions, including as set forth in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityRestructuring Transactions Memorandum. The actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement Restructuring Transactions Memorandum, and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities and parties may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement Restructuring Transactions Memorandum, and having other terms for which the applicable Entities and parties agree; (c3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e4) all other actions that the applicable Entities and parties determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan and the Restructuring Transactions Memorandum. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan. Notwithstanding anything herein to the contrary, the Debtors shall consult with the Required Consenting Parties to determine whether to engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions Memorandum, and the Debtors or Reorganized Debtors may not engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions Memorandum without the prior reasonable written consent of the Required Consenting Parties. The Debtors shall, subject to any limitations imposed on distribution by professionals (including, for the avoidance of doubt, any requirement such professionals have in the way of non-reliance and/or access letters, as the case may be), provide the Required Consenting Parties with reasonable access to materials in the Debtors’ (or their agents’) possession reasonably necessary for the Required Consenting Parties to evaluate whether to engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions Memorandum. The Debtors shall cooperate on a reasonable basis with the Required Consenting Parties in connection with proposals by any of the Required Consenting Parties.

Restructuring Transactions. On or before the Effective Date, the DebtorDebtors or the Reorganized Debtors, Newcoas applicable, GPwill, Finance Co among other things, establish New Seadrill, New NADL, New Sevan, RigCo, NSNCo, and Merger Co shall enter into each NSN HoldCo in order to effectuate the Consensual Transaction described in Section 3 Restructuring Transactions and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the Implementation Plan attached overall corporate structure of the Debtors, to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Dateextent provided herein, the Debtor and Merger Co will enter into a merger agreement under which Description of Transaction Steps, or in the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityDefinitive Documentation. The actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements agreements, including any Definitive Documentation, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or dissolution other organizational documents pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (ed) all other actions that the applicable Entities Reorganized Debtors determine to be necessarynecessary or advisable, including making filings or recordings that may be required by applicable law in connection with the Plan. The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.

Restructuring Transactions. On Without limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, but in all cases subject to the terms and conditions of the Transaction Support Agreement, the Transaction Term Sheet, and Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan before, on, and after the Effective Date, including such actions as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses and to otherwise simplify the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 overall corporate structure of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityReorganized Debtors. The actions to implement this Plan and the Implementation Plan Such restructuring may include, in accordance with the consent rights in the Transaction Support Agreement: include (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchaseliquidation, or liquidation dissolution containing terms that are consistent with the terms of the Plan and this Plan, the Transaction Support Agreement Agreement, the Transaction Term Sheet, and the other Definitive Documents and that satisfy the applicable requirements of applicable state law and any such other terms to which the applicable Entities entities may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debtduty, or obligation on terms consistent with the terms of the Plan and this Plan, the Transaction Support Agreement Agreement, the Transaction Term Sheet, and the other Definitive Documents and having such other terms for to which the applicable parties Entities may agree; (c3) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e4) all other actions that the Debtors and/or the applicable Entities determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable state law or foreign law in connection with such transactions, but in all cases subject to the terms and conditions of this Plan, the Transaction Support Agreement, the Transaction Term Sheet, and the other Definitive Documents and any consents or approvals required thereunder. The Combined Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions (including any other transaction described in, approved by, contemplated by, or necessary to effectuate this Plan).

Restructuring Transactions. On or before the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Consensual Transaction described Restructuring Transactions, including as set forth in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityRestructuring Transactions Memorandum. The actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement Restructuring Transactions Memorandum, and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities and parties may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement Restructuring Transactions Memorandum, and having other terms for which the applicable Entities and parties agree; (c3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e4) all other actions that the applicable Entities and parties determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan and the Restructuring Transactions Memorandum. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Plan.. Notwithstanding anything herein to the contrary, the Debtors shall consult with the Required Consenting Parties to determine whether to engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions Memorandum, and the Debtors or Reorganized Debtors may not engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions Memorandum without the prior reasonable written consent of the Required Consenting Parties. The Debtors shall, subject to any limitations imposed on distribution by professionals (including, for the avoidance of doubt, any requirement such professionals have in the way of non-reliance and/or access letters, as the case may be), provide the Required Consenting Parties with reasonable access to materials in the Debtors’ (or their agents’) possession reasonably necessary for the Required Consenting Parties to evaluate whether to engage in the Restructuring Transactions in accordance with the structure contemplated by the Restructuring Transactions

Restructuring Transactions. On and after the Effective Confirmation Date, the DebtorDebtors or Reorganized Debtors, Newcoas applicable, GPshall take all actions as necessary or appropriate to effectuate the transactions described in, Finance Co approved by, contemplated by, or necessary to effectuate the Restructuring Support Agreement and Merger Co shall enter into the Consensual Transaction Plan as set forth in the Restructuring Steps Memorandum and may take all actions as may be necessary or appropriate to effect any transaction described in Section 3 in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date(collectively, the Debtor and Merger Co will enter into a merger agreement under “Restructuring Transactions”), which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan transactions may include, in accordance with the consent rights in the Transaction Support Agreementas applicable: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agreePlan; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for to which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state or provincial law; (d) the execution and delivery of contracts the Rights Offering Documents, the New Convertible Notes Indenture, and the Exit Facility Documents, (e) the execution and delivery of the New Stockholders Agreement and the New Corporate Governance Documents, and any certificates or agreementsarticles of incorporation, including, without limitation, transition services agreements, employment agreementsbylaws, or such other agreements applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as may be deemed reasonably necessary applicable); (f) the issuance, distribution, reservation, or dilution, as applicable, of the New Common Stock, as set forth herein; (g) the adoption of the Management Incentive Plan and the issuance and reservation of the New Common Stock to effectuate the participants in the Management Incentive Plan in accordance with as determined by and on the Transaction Support Agreementterms and conditions set by the Reorganized Chaparral Parent Board after the Effective Date; and (eh) all other actions that the applicable Entities determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Restructuring Transactions, in each case subject to the Creditor Consent Rights. Without limiting the foregoing, the Restructuring Transactions may include changes to the corporate and/or capital structure of Chaparral Parent and/or any of its subsidiaries to be made on or prior to the Effective Date, in each case, subject to the Creditor Approval Rights and as may be set forth in the Plan Supplement. For the avoidance of doubt, such changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of Chaparral Parent and/or one or more of its subsidiaries into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holdings companies, (iii) the merger of one or more existing or newly formed entities and/or holding companies, (iv) the issuance of intercompany liabilities and/or intercompany equity, and (v) any “election” that may be made for United States federal income tax purposes, (vi) the creation of one or more newly formed entities and/or (vi) the restructuring or repositioning of any of the direct or indirect subsidiaries of Chaparral Parent. The Confirmation Order shall be deemed, pursuant to both section 1123 and section 363 of the Bankruptcy Code, to authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan.

Restructuring Transactions. On or before the Effective Date, the Debtorapplicable Debtors or the Reorganized Debtors (and their respective officers, Newcodirectors, GPmembers, Finance Co and Merger Co or managers (as applicable)) shall enter into and shall take any actions as may be necessary or appropriate to effect the Consensual Transaction Restructuring Transactions, including as may be set forth in a Restructuring Transactions Memorandum (if applicable) and may take all actions as may be necessary or appropriate to effect any transaction described in Section 3 in, approved by, contemplated by, or necessary to effectuate the Prepackaged Plan and the Restructuring Support Agreement that are consistent with and pursuant to the terms and conditions of the Implementation Prepackaged Plan attached and the Restructuring Support Agreement (and without the need for any approvals, authorizations, or consents except for those expressly required pursuant to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityPrepackaged Plan). The These actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Prepackaged Plan and the Transaction Restructuring Support Agreement and that satisfy the applicable requirements of applicable law Law and any other terms to which the applicable Entities may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Prepackaged Plan and the Transaction Restructuring Support Agreement and having other terms for which the applicable parties agree; (c3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial lawLaw; (d4) the issuance of the New Common Interests (including the Tranche C Commitment Equity); (5) the execution and delivery of contracts the New Corporate Governance Documents, and any certificates or agreementsarticles of incorporation, including, without limitation, transition services agreements, employment agreementsbylaws, or such other agreements applicable formation documents (if any) of each Reorganized Debtor, as may applicable (including all actions to be deemed reasonably necessary taken, undertakings to effectuate be made, and obligations to be incurred and fees and expenses to be paid by the Plan in accordance with Debtors and/or the Transaction Support AgreementReorganized Debtors, as applicable); and (e6) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law Law in connection with the Prepackaged Plan. All Holders of Claims and Interests receiving distributions pursuant to the Prepackaged Plan and all other necessary parties in interest, including any and all agents thereof, shall prepare, execute, and deliver any agreements or documents, including any subscription agreements, and take any other actions as the Debtors and the Required Consenting Creditors may jointly determine are necessary or advisable. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Prepackaged Plan. On the Effective Date, the Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions. On the Effective Date, the New Board shall be established, and the Reorganized Debtors shall adopt their New Corporate Governance Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Prepackaged Plan as necessary to consummate the Prepackaged Plan. Cash payments to be made pursuant to the Prepackaged Plan will be made by the Debtors or Reorganized Debtors, as applicable. The Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligations under the Prepackaged Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Prepackaged Plan. From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post-Effective Date agreement, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing, subject to the New Corporate Governance Documents, as the Governing Bodies of the applicable Reorganized Debtors deem appropriate.

Restructuring Transactions. On or after the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall applicable Reorganized Debtors with the consent of the Required Lenders (to the extent such actions are taken on the Effective Date) may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses, to simplify otherwise the Consensual Transaction described in Section 3 overall corporate structure of the Implementation Plan attached Reorganized Debtors, or to the Transaction Support Agreement as Exhibit B. On the later reincorporate certain of the Effective Date and Subsidiary Debtors under the Merger Datelaws of jurisdictions other than the laws of which the applicable Subsidiary Debtors are presently incorporated. Such restructuring is contemplated to include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Debtors or Reorganized Debtors to be necessary or appropriate (collectively, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity"Restructuring Transactions"). The actions to implement this Plan and effect the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (ai) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, liquidation or liquidation dissolution containing terms 486 that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable state law and any such other terms to which the applicable Entities entities may agree; (bii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, duty or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having such other terms for to which the applicable parties entities may agree; (ciii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, consolidation or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (eiv) all other actions that the applicable Entities entities determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructurings, dispositions, liquidations or dissolutions, as may be determined by the PlanReorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting, or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations.

Restructuring Transactions. The Plan provides for the reorganization of the Debtors as a going concern with a deleveraged capital structure and sufficient liquidity to fund the Debtors’ post-emergence Business Plan and continued clearing activities to enable the Debtors to be eligible for the Accelerated Relocation Payments. The Debtors strongly believe that the Plan is in the best interests of the Debtors’ estates, and represents the best path forward at this time. Given the Debtors’ core strengths, including their experienced management team and robust satellite fleet, they are confident that they can implement the restructuring embodied in the Plan to ensure the Debtors’ long-term viability. For these reasons, the Debtors strongly recommend that Holders of Claims entitled to vote to accept or reject the Plan vote to accept the Plan. On or before the Effective Date, the DebtorDebtors or Reorganized Debtors, Newcoas applicable, GP, Finance Co shall take all actions set forth in the Restructuring Steps Memorandum (as agreed and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the Plan Support Agreement and subject to the applicable consent and approval rights thereunder) and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan and the Plan Support Agreement (and the consent rights in the Transaction Support Agreementprovided therein), which transactions may include, as applicable: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities parties may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for to which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or dissolution other certificates or documentation pursuant to applicable state or provincial law; (d) the execution and delivery of contracts the New Debt Documents, and any filing related thereto; (e) the issuance of the New Common Stock; (f) the execution and delivery of the New Warrants Agreement, and any filing related thereto; (g) the execution and delivery of the CVR Agreement, and any filing related thereto; (h) the execution and delivery of the New Corporate Governance Documents, and any certificates or agreementsarticles of incorporation, including, without limitation, transition services agreements, employment agreementsbylaws, or such other agreements applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as may be deemed reasonably necessary to effectuate applicable); (i) the Plan in accordance filing of any required FCC Applications; (j) the filing of registration statements with the Transaction Support AgreementU.S. Securities Exchange Commission with respect to the New Common Stock and the New Warrants, and the listing of each on a recognized U.S. stock exchange; and (ek) all other actions that the applicable Entities Reorganized Debtors determine to be necessarynecessary or advisable, including making filings or recordings that may be required by applicable law in connection with the Plan. All Holders of Claims and Interests receiving distributions pursuant to the Plan and all other necessary parties in interest, including any and all agents thereof, shall prepare, execute, and deliver any agreements or documents, including any subscription agreements, and take any other actions as the Debtors and the Consenting Creditors may jointly determine are necessary or advisable, including by voting and/or exercising any powers or rights available to such Holder, including at any board, or creditors’, or shareholders’ meeting (including any Special Meeting), to effectuate the provisions and intent of the Plan Upon consummation of the Restructuring Transactions, pursuant to and in accordance with the Plan and Plan Support Agreement, the Debtors will fully repay the DIP Facility with proceeds from the New Debt. Holders of 8.00% First Lien Notes Claims will receive their pro rata share of the First Lien Notes Recovery, pursuant to the Plan. Holders of 9.50% First Lien Notes Claims will receive their pro rata share of the First Lien Notes Recovery, pursuant to the Plan. The Equity Issuer will issue 95% of the authorized but unissued New Common Stock to Holders of Allowed ▇▇▇▇▇▇▇ Unsecured Claims, 3.043%, to Holders of ICF Unsecured Claims, and 1.957% to Holders of LuxCo Unsecured Claims, each subject to dilution in accordance with Dilution Principles. The Equity issuer will also issue 18.264% of the Series A Warrants and 18.264% of the Series B Warrants to Holders of Envision Unsecured Claims, 69.944% of the Series A Warrants and 69.944% of the Series B Warrants to Holders of ICF Unsecured Claims, and 11.792% of the Series A Warrants and 11.792% of the Series B Warrants to Holders of LuxCo Unsecured Claim. Any New Common Stock issued upon the exercise of the New Warrants shall be subject to dilution pursuant to the Dilution Principles. Holders of ICF Unsecured Claims will also receive one hundred percent (100%) of the CVRs. Additionally, the Plan contains customary release, exculpation, and injunction provisions which will facilitate the Debtors’ successful reorganization by providing certainty in connection with the Plan to the Reorganized Debtors and each of the Debtors’ stakeholders. As described below, you are receiving this Disclosure Statement because you are a Holder of a Claim entitled to vote to accept or reject the Plan. Prior to voting on the Plan, you are encouraged to read this Disclosure Statement and all documents attached to this Disclosure Statement in their entirety. As reflected in this Disclosure Statement, there are risks, uncertainties, and other important factors that could cause the Debtors’ actual performance or achievements to be materially different from those they may project, and the Debtors undertake no obligation to update any such statement. Certain of these risks, uncertainties, and factors are described in Article VIII of this Disclosure Statement, entitled “Risk Factors.”

Restructuring Transactions. On Without limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, the entry of the Confirmation Order shall constitute authorization for the Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan prior to, on and after the Effective Date, subject to the Debtorconsent rights and agreements and obligations contained in the Restructuring Support Agreement. Such restructuring may include one or more issuances, Newcotransfers, GPmergers, Finance Co amalgamations, consolidations, restructurings, dispositions, liquidations, conversions, elections, dissolutions, cancellations, formations, or creations of one or more new Entities, as may be determined by the Debtors or Reorganized Debtors, to be necessary or appropriate, but in all cases subject to the terms and Merger Co shall enter into conditions of this Plan and the Consensual Transaction described in Section 3 Restructuring Support Agreement and the Restructuring Documents and any consents or approvals required hereunder or thereunder (including, without limitation, receipt of the Implementation Plan attached FCC Interim Long Form Approval) (collectively, the “Restructuring Transactions”). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and approved by the Transaction Support Agreement as Exhibit B. On Bankruptcy Court upon the later entry of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityConfirmation Order. The actions to implement this Plan and effectuate the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of issuance, transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, conversion, dispositionelections, transfercancellation, arrangementformation, continuance, dissolution, sale, purchasecreation, or liquidation dissolution containing terms that are consistent with the terms of the this Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable state law and any such other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of issuance, transfer, assignment, assumption, distribution, contribution, direction, or delegation of any asset, property, right, liability, debtduty, or obligation on terms consistent with the terms of the this Plan and the Transaction Support Agreement and having such other terms for to which the applicable parties Entities may agree; (c) the filing of appropriate certificates or articles of incorporationissuance, reincorporationtransfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, cancellation, formation, creation, conversion, amalgamation, arrangement, continuanceor dissolution, or dissolution the filing of elections, pursuant to applicable state or provincial law; (d) the execution and delivery creation of contracts one or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate more new Entities; (e) the Plan in accordance with the Transaction Support Agreementfiling of any required FCC Application(s); and (ef) all other actions that the applicable Entities determine to be necessarynecessary or appropriate, including including, without limitation, making filings or recordings that may be required by applicable state law in connection with such transactions, but in all cases subject to the Planterms and conditions of this Plan and the Restructuring Documents and any consents or approvals required hereunder or thereunder. The Restructuring Transactions shall include, but not be limited to, the Restructuring Transactions set forth in the Restructuring Transaction Steps Memorandum. Pursuant to sections 363 and 1123 of the Bankruptcy Code, the Confirmation Order shall and shall be deemed to authorize the Restructuring Transactions, including, without limitation, those set forth in the Restructuring Transaction Steps Memorandum, which shall and shall be deemed to occur in the sequence set forth therein.

Restructuring Transactions. On The Applicants shall take actions as may be necessary or appropriate to effect the Effective DateRestructuring Transactions as set forth in the Restructuring Transactions Notice, including all of the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction transactions described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this CCAA Plan and the Implementation U.S. Plan and the transactions necessary or appropriate to simplify the Applicants' and the Partnerships' structure and to effect a restructuring of their respective businesses. Such actions may include, in accordance with the consent rights in the Transaction Support Agreement: (ai) the execution and delivery of appropriate articles, agreements or other documents of incorporation, merger, amalgamation, consolidation, conversion orarrangement, continuation, restructuring, exchange, conversion, dispositionliquidation, winding-up, dissolution, transfer, arrangementreorganization, continuancerepayments, dissolutioncancellations, sale, purchase, discharges or liquidation other transactions containing terms that are consistent with the terms of the this CCAA Plan and the Transaction Support Agreement U.S. Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agreeLaw; (bii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, including, where applicable, with respect to the assumption of liabilities upon the transfer or assignment of assets or liquidation or winding-up of the business of any Applicant or Partnership, guarantee, or delegation of any asset, property, right, privilege, liability, debt, duty or obligation on terms consistent with the terms of this CCAA Plan or the Plan and U.S. Plan, in each case without the Transaction Support Agreement and having other terms for which the applicable parties agreeneed to obtain any third party consent by any Person; (ciii) the filing of appropriate certificates certificatesarticles, agreements or articles other documents of incorporation, reincorporationmerger, mergeramalgamation, consolidation, or reorganizationarrangement, continuation, restructuring, conversion, amalgamationliquidation, arrangementwinding-up, continuancedissolution, transfer, reorganization, repayments, cancellations, discharges or dissolution pursuant to other transactions with the appropriate Governmental Entities under applicable state or provincial lawLaw; (div) determining the execution manner and delivery of contracts the sequence in which the Affected Claims are settled, compromised or agreementsotherwise dealt with, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (ev) all other actions that the applicable Entities Applicants or the Partnerships determine are necessary or appropriate to be necessarygive effect to the Restructuring Transactions, including the making of filings or recordings that may be required by applicable law in connection with the relevant Restructuring Transactions. The form of each Restructuring Transaction shall, where applicable, be determined by the boards of directors or shareholders of each of the Applicants, the Partnerships and the U.S. Debtors and their successors party to any Restructuring Transaction, and shall be approved by the Monitor, provided, however, that the Applicants, the Partnerships and the U.S. Debtors reserve the right to undertake transactions in lieu of or in addition to such Restructuring Transactions as the Applicants, the Partnerships and the U.S. Debtors may deem necessary or appropriate under the circumstances and as approved by the Monitor so long as such other transactions do not affect the distributions under this CCAA Plan or the U.S. Plan. Theand provided, further, that ULC shall continue as a separate entity, with all the powers of an unlimited liability company in accordance with the applicable Law of its jurisdiction of incorporation and pursuant to its constating documents in effect prior to the Implementation Date. Notwithstanding the foregoing or any other provision of this CCAA Plan, the implementation of any of the Restructuring Transactions or other transactions undertaken in #10517867 v42 accordance with this Section 6.2 shall not affect the distributions under this CCAA Plan or the U.S. Plan.

Restructuring Transactions. On or before the Effective Date, the Debtorapplicable Debtors or the Reorganized Debtors (and their respective officers, Newcodirectors, GPmembers, Finance Co and Merger Co or managers (as applicable)) shall enter into and shall take any actions as may be necessary or appropriate to effect the Consensual Transaction Restructuring Transactions, including as may be set forth in a restructuring transactions memorandum (to be filed in the Plan Supplement if applicable) and may take all actions as may be necessary or appropriate to effect any transaction described in Section 3 in, approved by, contemplated by, or necessary to effectuate the Prepackaged Plan and the Restructuring Support Agreement that are consistent with and pursuant to the terms and conditions of the Implementation Prepackaged Plan attached and the Restructuring Support Agreement (and without the need for any approvals, authorizations, or consents except for those expressly required pursuant to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityPrepackaged Plan). The These actions to implement this Plan and the Implementation Plan Restructuring Transactions may include, in accordance with the consent rights in the Transaction Support Agreement: (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Prepackaged Plan and the Transaction Restructuring Support Agreement and that satisfy the applicable requirements of applicable law Law and any other terms to which the applicable Entities may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Prepackaged Plan and the Transaction Restructuring Support Agreement and having other terms for which the applicable parties agree; (c3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial lawLaw; (d4) the issuance of the New Common Stock; (5) the execution and delivery of contracts the CVR Agreement and any filing related thereto, and distribution of the CVRs pursuant to the CVR Distribution Framework; (6) the execution and delivery of the New Corporate Governance Documents, and any certificates or agreementsarticles of incorporation, including, without limitation, transition services agreements, employment agreementsbylaws, or such other agreements applicable formation documents (if any) of each Reorganized Debtor or Post-Effective Date Debtor, as may applicable (including all actions to be deemed reasonably necessary taken, undertakings to effectuate be made, and obligations to be incurred and fees and expenses to be paid by the Plan in accordance with Debtors and/or the Transaction Support AgreementReorganized Debtors or Post-Effective Date Debtors, as applicable); (7) the execution and delivery of the Purchase Agreement (if applicable) and/or the New Debt Documents, and any filing related thereto, and the issuance of the New Notes thereunder; and (e) 8) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law Law in connection with the Prepackaged Plan. All Holders of Claims and Interests receiving distributions pursuant to the Prepackaged Plan and all other necessary parties in interest, including any and all agents thereof, shall prepare, execute, and deliver any agreements or documents, including any subscription agreements, and take any other actions as the Debtors and the Consenting Investor, in consultation with the Required Consenting Noteholders, may jointly determine are necessary or advisable, including by voting and/or exercising any powers or rights available to such Holder, including at any board, or creditors’, or shareholders’ meeting (including any Special Meeting), to effectuate the provisions and intent of the Prepackaged Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the Prepackaged Plan.

Restructuring Transactions. On Without limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, but in all cases subject to the terms and conditions of the Transaction Support Agreement, the Transaction Term Sheet, and Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan before, on, and after the Effective Date, including such actions as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses and to otherwise simplify the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 overall corporate structure of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entityReorganized Debtors. The actions to implement this Plan and the Implementation Plan Such restructuring may include, in accordance with the consent rights in the Transaction Support Agreement: include (a1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchaseliquidation, or liquidation dissolution containing terms that are consistent with the terms of the Plan and this Plan, the Transaction Support Agreement Agreement, the Transaction Term Sheet, and the other Definitive Documents and that satisfy the applicable requirements of applicable state law and any such other terms to which the applicable Entities may agree; (b2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debtduty, or obligation on terms consistent with the terms of the Plan and this Plan, the Transaction Support Agreement Agreement, the Transaction Term Sheet, and the other Definitive Documents and having such other terms for to which the applicable parties Entities may agree; (c3) the execution, delivery, and filing, if applicable, of the New Organizational Documents and the Exit Facilities Documents; (4) the filing of appropriate certificates or articles of conversion, formation, incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution with the appropriate governmental authorities pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e5) all other actions that the Debtors, the Reorganized Debtors and/or the applicable Entities reasonably determine to be necessarynecessary or appropriate, including making filings or recordings that may be required by applicable state law or foreign law in connection with such transactions, but in all cases subject to the terms and conditions of this Plan, the Transaction Support Agreement, the Transaction Term Sheet, and the other Definitive Documents and any consents or approvals required thereunder. The Combined Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions (including any other transaction described in, approved by, contemplated by, or necessary to effectuate this Plan).