Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Plan.

Restructuring Transactions. On or before the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will, among other things, establish New Seadrill, New NADL, New Sevan, RigCo, NSNCo, and each NSN HoldCo in order to effectuate the 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 overall corporate structure of the Debtors, to the extent provided herein, the Description of Transaction Steps, or in the Definitive Documentation. The actions to implement the Restructuring Transactions may include: (a) As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A execution and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Planappropriate agreements, including conveyingany Definitive Documentation, transferringor other documents of merger, assigning and delivering any Transferred Asset amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons liquidation containing terms that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner are consistent with the Restructuring Plan (to terms of the extent set forth in the Restructuring Plan) (the Restructuring Plan and that satisfy the foregoing transactions collectivelyrequirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, together assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan 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 other organizational documents pursuant to applicable law; and (d) all other actions set forth in Article 7 that the applicable Reorganized Debtors determine to be taken by Parent necessary or any of its Subsidiaries as of advisable, including making filings or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided recordings that Parent and its Affiliates shall not 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 detailed on described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07Transactions. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Plan.

Restructuring Transactions. (a) As promptly as reasonably practicable after Section 5.05 is hereby amended and supplemented by adding the date hereof but following at the end of Section 5.05: “After the Closing Date, the following terms and conditions shall apply to the procedures set forth in any event no later than 30 days after the date hereof, Parent shall designate one Section 4.3 of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering Schedule 5.05 for any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries Contracts (other than an Acquired Company), creating new Persons a Rail Car Lease Agreement) or Partially Transferred Contract that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall cannot be required transferred to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any member of the Restructuring Transactions detailed in ▇▇▇▇▇▇ Group: (i) until the Restructuring Plan so long as Parent and/or its Affiliates requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, any material amendment of, or material modification to, such Transferred Contract or Partially Transferred Contract (including any material amendment or material modification required or necessary to obtain Buyer’s the consent of the counterparty to such Transferred Contract or Partially Transferred Contract) shall require the prior written consent (email being sufficient) with respect to any such amendment, modification or deviation approval of the Purchaser (such consent approval not to be unreasonably withheld, conditioned delayed or delayedconditioned); (ii) and which until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, the Seller will keep the Purchaser reasonably informed of any requests made by the counterparty to such Transferred Contract or Partially Transferred Contract to amend or modify the terms of such Transferred Contract or Partially Transferred Contract; (iii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract in accordance with terms hereof, the Seller shall be required for any perform its, or cause its Affiliates to perform their, obligations under such amendmentTransferred Contract or Partially Transferred Contract in accordance with the terms thereof and, modification or deviation notwithstanding anything in connection therewith, the Seller shall use commercially reasonable efforts to follow reasonable directions provided by the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 applicable member of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall ▇▇▇▇▇▇ Group so long as such directions do not be considered cause a breach of this Section 2.07. such contract (b) Notwithstanding anything herein provided, that the Purchaser and the ▇▇▇▇▇▇ Holdcos shall, and shall cause the ▇▇▇▇▇▇ Subsidiaries to, be responsible for and indemnify the Seller and its Affiliates against all Losses arising from or relating to the contrarySeller’s or its Affiliates’ compliance with this subsection (iii); and (iv) the Seller, in no event the ▇▇▇▇▇▇ Holdcos and the Purchaser shall any Person be required use commercially reasonable efforts to take, effect agree to commercially reasonable terms for purposes of effectuating the benefits and burdens of such Transferred Contract or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring PlanPartially Transferred Contract.”

Restructuring Transactions. (a) As promptly as reasonably practicable after Without limiting any rights and remedies of the date hereof Debtors or Reorganized Debtors under this Plan or applicable law, but in any event no later than 30 days after all cases subject to the date hereof, Parent shall designate one terms and conditions of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From Support Agreement and after the delivery Restructuring Documents and any consents or approvals required thereunder, the entry of the notice described in Confirmation Order shall constitute authorization for the preceding sentence, Parent shall use reasonable best efforts Reorganized Debtors to take, and shall or to cause its Affiliates to use be taken, all reasonable best efforts to take, any and all actions necessary or appropriate to effect consummate and implement the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring provisions of this Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries but not limited to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 the Reorganization Steps Overview, on and after the Confirmation Date, including such reasonable actions set forth in the Reorganization Steps Overview as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Debtors under the laws of jurisdictions other than the laws of which the applicable Debtors are presently formed or incorporated. Such restructuring may include one or more mergers, amalgamations, consolidations, restructures, dispositions, liquidations, dissolutions, or creations of one or more new Entities, as may be reasonably determined by the Debtors or Reorganized Debtors to be taken by Parent necessary or any appropriate (with the consent of its Subsidiaries as of or prior to the ClosingRequired Consenting Noteholders), and after taking into account any amendments, modifications or deviations set forth in the steps described in the next sentenceReorganization Steps Overview, but in all cases subject to the terms and conditions of this Plan, the Restructuring Documents, the Restructuring Support Agreement, and any consents or approvals required hereunder or thereunder (collectively, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent ). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and its Affiliates shall not be required approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of effectuate the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions may include: (i) that requires the consent execution and delivery of appropriate agreements or approval other documents of any other Person until such consent or approval has been receivedmerger, amalgamation, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (iii) the filing of appropriate certificates or articles of merger, amalgamation, consolidation, or dissolution pursuant to applicable state law; (iv) the creation of one or more new Entities; and (v) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in a chronological order that differs from that connection with such transactions, in each case in form and substance reasonably acceptable to the Required Consenting Noteholders and to the extent necessary to implement this Plan or as set forth in the Reorganization Steps Overview, and in all cases subject to the terms and conditions of the Restructuring PlanSupport Agreement, this Plan and the Restructuring Documents and any consents or approvals required thereunder.

Restructuring Transactions. (a) As promptly Effective as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in Effective Date, or thereafter as necessary, the preceding sentence, Parent applicable Debtors and Reorganized ABH shall use reasonable best efforts to take, enter into one or more corporate reorganization and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the related transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) and take any actions as promptly as reasonably practicable; provided that Parent may be necessary or appropriate to simplify their corporate structure and its Affiliates shall not be required to effect any transaction detailed on a tax efficient corporate restructuring of their respective businesses, in each case upon consultation with the Creditors Committee. The Restructuring Transactions may include one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers (including transfers involving the issuance of New ABH Common Stock to subsidiaries of the Debtors or the Reorganized Debtors), liquidations or other transactions as may be determined by the Debtors or Reorganized ABH to be necessary or appropriate. The Debtors shall file Plan Supplement 12 setting forth the restructuring transactions that would result in a violation of any Applicable Lawwill occur. Further, Parent and its Affiliates may amend, modify and deviate from any The Debtors shall be permitted to implement certain of the Restructuring Transactions detailed after the Effective Date, as contemplated by Plan Supplement 12. Subject to the Restructuring Transactions, each of the Debtors shall continue to exist after the Effective Date as a separate entity, with all the powers of a corporation, limited liability company, or partnership, as the case may be, under applicable law in the Restructuring jurisdiction in which each applicable Debtor is incorporated or otherwise formed and pursuant to its certificate of incorporation and bylaws or other organizational documents in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws or other organizational documents are amended and restated or reorganized by the Plan so long or the CCAA Plan, as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect applicable, without prejudice to any right to terminate such amendment, modification existence (whether by merger or deviation (such consent not to be unreasonably withheld, conditioned or delayedotherwise) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to under applicable law after the contrary contained in this AgreementEffective Date. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 Certain affiliates of the Parent Disclosure ScheduleDebtors are not Debtors in these Chapter 11 Cases. For The continued existence, operation, and ownership of such non-Debtor affiliates is a component of the avoidance of doubtDebtors’ businesses, any amendmentand, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that as set forth in Article 8.1 of the Plan, but subject to the Restructuring PlanTransactions, all of the Debtors’ equity interests and other property interests in such non-Debtor affiliates shall revest in the applicable Reorganized Debtor or its successor on the Effective Date.

Restructuring Transactions. (a) As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall cause its Affiliates contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to use reasonable best efforts the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to takethe Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), any and all actions necessary to effect (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries 5.4 are sometimes referred to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries herein as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the The Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) shall be implemented in a chronological order manner that differs from that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring PlanTransactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) As promptly as reasonably practicable after Prior to the date hereof but in any event no later than 30 days after the date hereofClosing, Parent Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, take any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Planthis Agreement, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Acquired Company Transferred Entity, on the one hand, to Parent or any member of its Subsidiaries the Seller Group (other than an Acquired Companythe Transferred Entities), creating new Persons that will be Acquired Companies on the other hand, and (b) conveying, transferring, assigning and delivering any asset or changing liability set forth on Section 5.19(b) of the form Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Acquired CompanyTransferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case, case pursuant to instruments of transfer in a manner consistent with the Restructuring Plan (form and substance reasonably satisfactory to the extent set forth in the Restructuring Plan) (the Restructuring Plan Purchaser and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain BuyerPurchaser’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and action not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described set forth on Section 2.07 5.19 of the Parent Seller Disclosure Schedule. For ; provided, further, that Purchaser may not require Parent to change the avoidance of doubt, any amendment, modification or deviation from steps contemplated by the Seller Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07Transaction. (b) Notwithstanding anything herein At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the contraryEssex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in no event shall good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Person Tax that could be required to take, effect or complete any action or transaction contemplated by imposed in connection with the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Planforegoing.

Restructuring Transactions. (ai) As promptly as reasonably practicable after In accordance with the plan of restructuring previously approved by the Board of Directors and stockholders of Z-D, prior to the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix IIZ-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery D has sold all of the notice described in businesses listed on Section 3.2(r) of the preceding sentenceZ-D Disclosure Schedule (the "Divested Businesses"). Set forth on Section 3.2(r) of the Z-D Disclosure Schedule is a list of all agreements, Parent shall use reasonable best efforts arrangements and understandings to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent which Z-D or any of its Subsidiaries is a party or pursuant to which they may have any Acquired Companyobligations or liabilities (whether absolute, conveyingcontingent or otherwise and whether or not required to be set forth or reflected in a consolidated balance sheet of Z-D prepared in accordance with GAAP) relating to the Divested Businesses or the sale thereof other than obligations or liabilities against which Z-D is indemnified by the buyer thereof (the "Divestiture Agreements"). Z-D has provided to CNET true and correct copies of the Divestiture Agreements. All of the Divestiture Agreements are in full force and effect and are unmodified. Except for obligations and liabilities arising under or described in the Divestiture Agreements, transferringneither Z-D nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, assigning contingent or otherwise and delivering whether or not required to be set forth or reflected in a consolidated balance sheet of Z-D prepared in accordance with GAAP) arising out of or relating to the Divested Businesses or their respective businesses, assets, liabilities or obligations or the sale thereof other than obligations or liabilities against which Z-D is indemnified by the buyer thereof. Except as set forth in Section 3.2(r) of the Z-D Disclosure Schedule, no claims have been asserted or threatened against Z-D or any Excluded Asset of its Subsidiaries under any of the Divestiture Agreements (including, without limitation, any claims in respect of a breach of any term of any such agreement or Excluded Liability from for any Acquired Company indemnification provided by Z-D or any of its Subsidiaries in any Divestiture Agreement) nor to Parent the knowledge of Z-D is there any basis for any such claim, in each case other than immaterial claims arising following the date hereof and prior to the Effective Time. (ii) Except as disclosed in the Spin Co. S-1 as filed with the SEC prior to the date hereof, (A) Spin Co. and its Subsidiaries do not own or have any rights to use any properties, assets or other rights used in the conduct of the business of Z-D or any of Z-D's Subsidiaries (other than Spin Co. and Spin Co.'s Subsidiaries), (B) there are no agreements, arrangements, understandings or other transactions between Spin Co. or any of its Subsidiaries, on the one hand, and Z-D and any of its Subsidiaries (other than Spin Co. and its Subsidiaries) on the other and (C) since December 31, 1999 no officer or key employee of Z-D or any of its Subsidiaries (other than Spin Co. and its Subsidiaries) has transferred to, or otherwise become an Acquired Company)employee or consultant of, creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent Spin Co. or any of its Subsidiaries. The assets of Spin Co. and its Subsidiaries consist entirely of (i) assets reflected as "Net assets of discontinued operations" on the consolidated balance sheets of Z-D included in the Z-D Filed SEC Reports (the "Z-D Financial Statements") and (ii) assets acquired by Spin Co. and its Subsidiaries after the date of the Z-D Financial Statements. Since the date of the Z-D Financial Statements, neither Z-D nor any of its Subsidiaries (other than Spin Co. and its Subsidiaries) has transferred any assets or other rights to Spin Co. and its Subsidiaries except cash transfers prior to the Closing, and after taking into account any amendments, modifications or deviations described date hereof that are fully reflected in the next sentencenet inter-company payable from Spin Co. and its Subsidiaries to Z-D. Z-D and its Subsidiaries (other than Spin Co. and its Subsidiaries) do not have any liabilities or other obligations (whether absolute, contingent or otherwise and whether or not required to be set forth in or reflected on a balance sheet prepared in accordance with GAAP) arising out of or relating to Spin Co. or its Subsidiaries or their respective properties, assets and other activities other than (i) those to be expressly provided for in the Distribution Agreement (as defined below) and (ii) those for which Spin Co. will indemnify Z-D and its Subsidiaries pursuant to the Distribution Agreement. For all purposes of this Agreement, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent Subsidiaries of Spin Co. will include those entities being transferred to Spin Co. pursuant to the Distribution Agreement. All outstanding indebtedness of Spin Co. and its Affiliates shall not be required Subsidiaries (including the $150,000,000 interim debt facility) is non-recourse to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent Z-D and its Affiliates may amend, modify Subsidiaries (other than Spin Co. and deviate from any its Subsidiaries). The Preliminary Spin-Off Prospectus included as part of the Restructuring Transactions detailed Spin Co. S-1 as filed with the SEC prior to the date hereof accurately describes in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) all material respects Z-D's current plans with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) the Spin-Off and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Plan.Cash

Restructuring Transactions. (a) As promptly 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 reasonably practicable after the date hereof but in any event no later than 30 days after the date hereofapplicable, Parent shall designate one of Appendix II-A and Appendix II-B to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the Restructuring provisions of this Plan by delivering written notice of such designation to Buyer. From prior to, on and after the delivery of the notice described in the preceding sentenceEffective Date, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (subject to the extent set forth consent rights and agreements and obligations contained in the Restructuring Plan) (Support Agreement. Such restructuring may include one or more issuances, transfers, mergers, amalgamations, consolidations, restructurings, dispositions, liquidations, conversions, elections, dissolutions, cancellations, formations, or creations of one or more new Entities, as may be determined by the Restructuring Debtors or Reorganized Debtors, to be necessary or appropriate, but in all cases subject to the terms and conditions of this Plan and the foregoing transactions Restructuring Support Agreement and the Restructuring Documents and any consents or approvals required hereunder or thereunder (including, without limitation, receipt of the FCC Interim Long Form Approval) (collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent ). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and its Affiliates shall not be required approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of effectuate the Restructuring Transactions detailed may include: (a) the execution and delivery of appropriate agreements or other documents of issuance, transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, conversion, elections, cancellation, formation, creation, or dissolution containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable state law and 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, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (c) the filing of appropriate certificates or articles of issuance, transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, cancellation, formation, creation, conversion, or dissolution, or the filing of elections, pursuant to applicable state law; (d) the creation of one or more new Entities; (e) the filing of any required FCC Application(s); and (f) all other actions that the applicable Entities determine to be necessary or appropriate, 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 terms and conditions of this Plan and the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to Documents and any such amendmentconsents or approvals required hereunder or thereunder. The Restructuring Transactions shall include, modification or deviation (such consent but not to be unreasonably withheldlimited to, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring PlanTransaction 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. (a) As In order to effect the Restructuring Transactions, subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII), the Parties agree to complete (or cause to be completed) the actions as and at the times set forth herein. (b) On or prior to the date hereof, the following shall have occurred: i. The Special Committee shall adopt committee resolutions recommending and approving (1) the execution, delivery and performance of this Agreement, (2) the Restructuring Transactions and (3) the listing of the Resulting Shares on the NYSE American; ii. The Company’s board of directors, at the recommendation of the Special Committee, shall have adopted board resolutions, as required under Applicable Law: 1. authorizing (x) the execution, delivery and performance of this Agreement, (y) the Restructuring Transactions and (z) the listing of the Resulting Shares on the NYSE American; 2. setting the record date for purposes of obtaining the Company Stockholder Approval and authorizing officers of the Company to give the NYSE American notice thereof; 3. approving and declaring advisable the adoption of the Charter Amendment, directing that the adoption of the Charter Amendment be submitted for the Company Stockholder Approval; 4. approving and declaring advisable the Debt Exchange, directing that the approval of the issuance of the Resulting Shares be submitted for the Company Stockholder Approval; 5. authorizing the execution by the Company of the Credit Agreement Amendment and the Registration Rights Agreement and the performance of its obligations thereunder; 6. approving the Rights Offering and the preparation of documentation necessary therefor and authorizing the listing of the Rights Offering Shares on the NYSE American; and 7. approving the form of the Preliminary Information Statement; and iii. The Special Committee shall have received the Fairness Opinion. (c) On or promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, the following shall occur: i. The Company shall issue a press release, mutually agreed upon with the Lenders, announcing the execution of this Agreement and the Restructuring Transactions; ii. The Company shall have submitted all necessary filings and documents with the NYSE American for the listing of the Resulting Shares on the NYSE American; iii. The Company shall give the NYSE American notice of the record date for purposes of obtaining the Company Stockholder Approval; iv. The Company shall file a Form 8-K, and any other applicable filings, for the execution of this Agreement and the Restructuring Transactions; v. The Lenders shall file any required beneficial ownership filings or amendments thereto with the SEC to reflect the execution of this Agreement and the transactions contemplated hereby; vi. On or before the opening of the market on August 10, 2020, and after taking into account the record date referenced above, the Consenting Majority Stockholders shall provide to the Company the Company Stockholder Approval by executing or otherwise making effective written consent in accordance with Section 228 of the Delaware General Corporation Law, a form of which is attached to this Agreement as Exhibit D; vii. After the immediately preceding step, the Company shall file the Preliminary Information Statement with the SEC with the Lenders’ reasonable approval; and viii. The Company shall file the Registration Statement with the SEC. (d) Prior to the Closing, the following shall occur: i. The Company shall promptly respond to any amendmentscomments made by the SEC to the Preliminary Information Statement, modifications or deviations described and shall file any necessary amendments to the Preliminary Information Statement, each with the Lenders’ reasonable approval; ii. After the immediately preceding step (if such step occurs), the Company’s board of directors shall adopt board resolutions, as required under Applicable Law, approving the form of the Definitive Information Statement; iii. After the immediately preceding step and at least 20 calendar days prior to the Closing, the Company shall file the Definitive Information Statement with the SEC and mail the Definitive Information Statement to the Company stockholders; and iv. The Company shall submit all necessary filings and documents with the NYSE American for the listing of the Rights Offering Shares. (e) At the Closing, but only in the next sentenceevent that the Company Stockholder Approval shall have been obtained, the “Restructuring Transactions”following shall occur: i. The Company shall execute and file the Charter Amendment with the Secretary of State of the State of Delaware; ii. After completion of the step listed in Section 2.1(e)(i), the Company shall issue to the Lenders the Resulting Shares corresponding to the Exchanging Loans held by each Lender; and iii. The Lenders, the Company and certain Subsidiaries of the Company shall enter into the Credit Agreement Amendment and the Company and the Lenders shall enter into the Registration Rights Agreement. (f) Promptly after the Closing, the following shall occur: i. The Company shall file a Form 8-K and any other applicable filings for the issuance of the Resulting Shares and the execution of the Credit Agreement Amendment and the Registration Rights Agreement; ii. The Company shall notify the NYSE American of the Company Stockholder Approval, and shall deliver certified copies of the certificate of incorporation and bylaws of the Company, each as amended by the Charter Amendment; provided, however, if the Common Stock is not listed on the NYSE American at the time of the Closing, the Company shall do all things necessary to cause the Common Stock to be listed on the NYSE American as promptly as reasonably practicable; provided that Parent and its Affiliates practicable following the Closing; iii. The Lenders shall not be file any required beneficial ownership filings or amendments thereto with the SEC to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any reflect their ownership of the Restructuring Transactions detailed in Resulting Shares and the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) transactions contemplated hereby; iv. The Company shall issue a press release, mutually agreed upon with respect to any such amendmentthe Lenders, modification announcing the Company Stockholder Approval, the Debt Exchange and the execution of the Credit Agreement Amendment and the Registration Rights Agreement; v. Upon approval or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or clearance from the Restructuring Plan described on Section 2.07 of SEC, the Parent Disclosure Schedule. For Company shall cause the avoidance of doubtRegistration Statement to become effective, any amendment, modification or deviation from the Restructuring Transactions detailed in record date for the Restructuring Plan for which Buyer provides prior written consent Rights Offering shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to occur and the contrary, in no event Company shall any Person be required to take, effect or complete any action or transaction contemplated by launch the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Plan.Rights Offering;

Restructuring Transactions. (a) As promptly as The DC Contributors shall, and shall cause the Company and the respective Company Subsidiaries to, take the actions described in Schedule 5.05(a) (the “Pre-Closing Restructuring Transactions”) prior to the Closing. The Pre-Closing Restructuring Transactions shall be implemented substantially in the manner specified on such Schedule or otherwise in a manner reasonably practicable satisfactory to the Investor. The DC Contributors shall regularly consult with the Investor regarding the manner and status of the implementation of the Pre-Closing Restructuring Transactions and shall provide the Investor with copies of all material agreements or other documents executed in connection with such transactions. (b) The DC Contributors and the Investor shall, and shall cause their respective Affiliates to, take the actions described in Schedule 5.05(b) (the “Post-Closing Restructuring Transactions”) after the date hereof but in any event no later than 30 days after Closing. The Investor and the date hereofDC Contributors shall cooperate with each other and shall cause their respective Affiliates and the officers, Parent shall designate one employees, agents, and representatives of Appendix II-A themselves and Appendix II-B their respective Affiliates to be the Restructuring Plan by delivering written notice of such designation to Buyer. From cooperate with each other and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to takeensure the timely and orderly completion of the Post-Closing Restructuring Transactions. (c) (i) Notwithstanding anything that may be contained in the NAFTA Macro Step Plan, and shall cause its Affiliates the Austria Macro Step Plan or the ROW Macro Step Plan (each as included in Schedule 5.05(a)) to use reasonable best efforts the contrary, but subject to takeparagraph (iii) below, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 DC Contributors and the other transactions detailed on Investor agree that the Pre-Closing Restructuring Transactions, taken as a whole, will not involve transfers of cash from the Company and the Company Subsidiaries, taken as a whole, in excess of the amount of cash transferred pursuant to such step plans by DC Holding, DCNAF and the Guarantor or their Affiliates (excluding the Company or any Company Subsidiary) to the Company and the Company Subsidiaries, taken as a whole. (ii) The parties agree that in Step 3 of Phase II of the ROW Macro Step Plan, including conveyingthe amount to be invested by DCC in Chrysler do Brazil Ltda (indicated as $35 million but potentially less) shall be provided to DCC from funds distributed by Chrysler International Corporation, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries a Delaware corporation (other than an Acquired Company“CIC”), creating new Persons as described in paragraph (iii) below (or by capital contributions from DCNAF or DC Holding). (iii) The parties agree that will as a result of the steps in Phase II of the Austria Macro Step Plan (as included in Schedule 5.05(a)), all net cash and cash equivalents not attributable to the Chrysler business (as defined below) may be Acquired Companies paid, distributed or changing the form of any Acquired Companyotherwise transferred from DaimlerChrysler Holding (Austria) GmbH, DaimlerChrysler Vienna GmbH and CIC, to DaimlerChrysler Danubia (or, in each casethe case of the distribution from CIC, in a manner consistent with the Restructuring Plan (to the extent not applied as set forth in paragraph (ii) above, to DC Holding). For purposes of this paragraph (iii), net cash and cash equivalents not attributable to the Restructuring PlanChrysler business shall include all cash and cash equivalents in DaimlerChrysler Holding (Austria) (the Restructuring Plan GmbH and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or DaimlerChryslerVienna GmbH immediately prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any Step 6 of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect Austria Macro Step Plan, which cash and cash equivalents will not exceed Euro 350 million and which cash and cash equivalents has not been generated by or is not attributable to any such amendment, modification Chrysler business operations or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreementassets. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, neither DaimlerChrysler Danubia nor DC Holding shall be entitled to receive any amendmentcash and cash equivalents contained in Chrysler Austria GmbH, modification DaimlerChrysler Management Austria GmbH or deviation from the Restructuring Transactions detailed in the Restructuring Plan for AC Auto Car, which Buyer provides prior written consent cash and cash equivalents balances shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein deemed attributable to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring PlanChrysler business.

Restructuring Transactions. (ai) As promptly as reasonably practicable after The Borrower or a holding company entity formed by the date hereof but in any event no later than 30 days after Backstop Parties shall have received the date hereof, Parent shall designate one gross cash proceeds of Appendix II-A and Appendix II-B a preferred equity rights offering to be made available to the Senior Noteholders in an amount sufficient to meet the requirements of clause (iv) below (the “Rights Offering”), and if received by such holding company, the holding company shall have contributed the same (less any expenses to be paid by such holding company in connection with the Restructuring) to the Borrower as cash common equity or preferred equity on the terms set forth in the Restructuring Plan by delivering written notice of such designation Support Agreement or otherwise reasonable acceptable to Buyer. From the Arranger and after the delivery Required Lenders. (ii) The Restructuring shall have been consummated either (i) substantially upon the Exchange Offer having been consummated (or shall be consummated substantially contemporaneously with the occurrence of the notice described Effective Date) in accordance with the terms of the Restructuring Support Agreement, or (ii) if the Chapter 11 Cases (as defined in the preceding sentenceRestructuring Support Agreement) shall have been commenced, Parent then substantially upon the effective date of the Borrower’s Pre-Packaged Plan of Reorganization (as defined below) (which shall use reasonable best efforts to takeoccur substantially contemporaneously with the occurrence of the Effective Date). The Borrower’s pre-packaged plan of reorganization constituting the “Plan” as defined in that certain Aquilex Holdings LLC Restructuring Support Agreement, and shall cause its Affiliates to use reasonable best efforts to takedated as of December 20, any 2011 (such restructuring support agreement, together with all exhibits, schedules and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Companyrelated documents, in each case, as amended, supplemented or modified from time to time in a manner consistent accordance with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions terms thereof, collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring TransactionsSupport Agreement”) as promptly as reasonably practicable; provided that Parent by and its Affiliates shall not be required to effect any transaction detailed on among (a) the Restructuring Plan that would result in a violation of any Applicable Law. FurtherCompany, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to certain of the contraryCompany’s subsidiaries and affiliates, (c) the holders or investment advisors or managers for the account of the holders of at least two-thirds in principal amount of 11 1/8% Senior Notes due 2016 of the Company (such Notes, the “Senior Notes”, and any holder of Senior Notes, a “Senior Noteholder”), (d) certain Senior Noteholders, as Backstop Parties (as defined below), (e) the Existing Agent, (f) the holders of at least two-thirds in principal amount of the loans under the Existing Credit Agreement, (g) U.S. Bank National Association, in no event shall any Person be required to takeits capacity as administrative agent and collateral agent (in such capacity, effect or complete any action or transaction contemplated the “Existing Second Lien Agent”) under that certain Credit Agreement, dated as of November 15, 2011 (the “Existing Second Lien Credit Agreement”), by and among the Restructuring Transactions Company, as the borrower, the Existing Second Lien Agent and the lenders party thereto (the “Existing Second Lien Lenders”), (h) the holders of at least two-thirds in principal amount of the loans under the Existing Second Lien Credit Agreement, (i) that requires Aquilex HoldCo L.P., and (j) the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Plan.Ontario Teachers

Restructuring Transactions. (a) As promptly as reasonably practicable after of the date hereof but in any event no later than 30 days after Closing Date, all aspects of the date hereof, Parent shall designate one equity ownership and corporate and operational governance of Appendix II-A and Appendix II-B to be the Borrower effected by the Restructuring Plan by delivering written notice Transaction Documents (including the composition of such designation the Board of Directors and the management of the Borrower) shall be satisfactory to Buyerthe Agent. From Additionally, all agreements relating to, and the corporate and capital structure of, Borrower, as of the Closing Date and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts giving effect to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 the Loan Documents and the other transactions detailed on the Restructuring PlanTransaction Documents, including conveyingand all organizational documents of Borrower, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent not expressly set forth in the Plan of Reorganization, shall be satisfactory to the Agent; and (b) As of the Closing Date and after giving effect to the Restructuring Transaction Documents, the organizational structure and the capital structure of the Borrower shall be satisfactory to the Agent; (c) Agent shall have received a copy of the Confirmation Orders, each of which shall (i) be in form and substance satisfactory to Agent, (ii) except as agreed to by Agent, be final orders on the Closing Date, and (iii) be certified by the Clerk of the Bankruptcy Court; (d) As of the Funding Date, Agent shall have either (X) received a certificate dated the Closing Date from the Clerk of the Bankruptcy Court, if available, certifying that (i) there is no order amending, modifying, staying, vacating, or rescinding the Final Order entered on the docket of the Clerk of the Bankruptcy Court on May 17, 2005 or pending appeal or motion to vacate or rescind the same and (ii) there is no motion or other pleading on file seeking to amend, modify, stay, vacate, or rescind the Plan of Reorganization, or (Y) waived such requirement; (e) As of the Funding Date, (i) A Certificate by the Borrower that all conditions to the Restructuring Transactions set forth in the Restructuring PlanTransaction Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Agent, (ii) (the Restructuring Transactions shall have become effective in accordance with the terms of the Restructuring Transaction Documents; and (iii) the Effective Date with respect to the Plan of Reorganization shall have occurred; (f) As of the Closing Date, Agent shall have received a fully executed or conformed copy of each Restructuring Transaction Document and the foregoing transactions collectivelyany documents executed in connection therewith, together with copies of each of the actions set forth opinions of counsel delivered to the parties under the Restructuring Transaction Documents, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s established internal policies) authorizing Agent and Lender to rely upon such opinion to the same extent as though it were addressed to Agent and Lender; (g) As of the Closing Date and Funding Date, each Restructuring Transaction Document shall be in Article 7 full force and effect, and shall be in form and substance satisfactory to be taken by Parent Agent; and (h) As of the Closing Date and Funding Date, the Plan of Reorganization shall not have been amended, supplemented, restated or any otherwise modified, whether pursuant to Section 1127 of its Subsidiaries the Bankruptcy Code, court order, or otherwise, without the consent of Agent and, as of the Closing Date or prior as of the Funding Date and after giving effect to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentenceRestructuring Transactions, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent Plan of Reorganization shall have been substantially consummated in accordance with the terms thereof and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any terms of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent Confirmation Orders. No document shall be required for any such amendment, modification or deviation notwithstanding anything deemed delivered to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated Agent until received by the Restructuring Transactions (i) that requires Agent at its offices in Boston, Massachusetts. Under no circumstances shall this Agreement take effect until executed and accepted by the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring PlanAgent at said office.

Restructuring Transactions. (a) As promptly Notwithstanding anything to the contrary set forth herein, as reasonably practicable after the date hereof soon as practicable, but in any no event no later more than 30 twenty (20) days after the date hereof, Parent the Company and the Shareholders shall designate one of Appendix II-A and Appendix II-B take or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate the Restructuring Plan by delivering written notice of such designation Transactions as set forth in Annex I attached hereto. The Restructuring Transactions shall be completed on terms and conditions acceptable to Buyer. From the Purchaser in all respects, and after all documents, agreements, or instruments shall be subject to the delivery prior approval of the notice described in the preceding sentence, Parent shall use reasonable best efforts to takePurchaser. The Company shall, and each of the Shareholders shall cause the Company and Nagoya to, provide the Purchaser and its Affiliates representatives with a reasonable opportunity to use reasonable best efforts review and comment on any documents, agreements or instruments prior to takesuch documents, any agreements and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, instruments being executed and/or delivered in each case, in a manner consistent connection with the Restructuring Plan Transactions. (to b) Each of the extent set forth Shareholders hereby acknowledges and agrees that (i) any corporate actions, transfers or other actions taken in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together connection with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in shall be made on an “AS-IS”, “WHERE-IS” basis, without representation or warranty of any kind, and without recourse to the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) Company or Nagoya with respect to any such amendmentcorporate actions, modification transfers or deviation other actions, and without recourse to the recipient thereof; (such consent not to be unreasonably withheldii) the Shareholders shall, conditioned or delayed) jointly and which consent shall be required severally, assume, satisfy, discharge, perform, pay and remain responsible for any such amendmentand all Liabilities or Losses based upon, modification related or deviation notwithstanding anything to the contrary contained in this Agreement. For claritypertaining to, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition arising from or delay its consent with respect to any amendmentof the Restructuring Transactions, modification including any Taxes associated with or deviation to or arising from the Restructuring Plan described on Section 2.07 Transactions, in each case irrespective of whether they exist or arise prior to or after the Parent Disclosure Schedule. For Closing; and (iii) the avoidance of doubtShareholders shall, jointly and severally, indemnify, defend and hold harmless each Purchaser Indemnified Person for any amendment, modification and all Liabilities or deviation from Losses related to the Restructuring Transactions detailed in Transactions, regardless of whether arising prior to or after the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07Closing Date. (bc) Notwithstanding anything herein to the contraryforegoing, in no event shall this Section 6.18 limit or otherwise restrict the representations and warranties of the Shareholders, including any Person be required representations and warranties as to takethe Company or its Subsidiaries, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a chronological order that differs from that set forth in herein and the Restructuring Planindemnification obligations of the Shareholders hereunder.

Restructuring Transactions. (a) As promptly as reasonably practicable after Prior to the date hereof but in any event no later than 30 days after the date hereofClosing, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to takeSeller shall, and shall cause its Affiliates to use reasonable best efforts to takeSubsidiaries to, any and all actions necessary to effect consummate the transactions contemplated listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities held by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent Seller or any of its Subsidiaries (other than an Acquired Company)the Company or a Division Entity) and (ii) such other properties, creating new Persons that will be Acquired Companies or changing assets and Contracts primarily used in the form conduct of any Acquired Company, the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in each case, in a manner consistent with Section 2.4(a) of the Restructuring Plan (Disclosure Letter to the extent contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to Seller’s Knowledge are in full force and effect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing. (b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets"). (c) The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and the agreements to effectuate the Restructuring Plan) (Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Plan and Agreements are referred to herein as the foregoing transactions collectively"Ancillary Agreements." (d) To the extent any property, together with the actions set forth in Article 7 asset, Contract or Permit that is required to be taken transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by Parent this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of its Subsidiaries as of or their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and after taking into account Buyer shall cooperate with each other in any amendmentsreasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, modifications or deviations described in the next sentenceassets, the “Restructuring Transactions”) as promptly as reasonably practicable; provided Contracts and Permits that Parent and its Affiliates shall not be are required to effect any transaction detailed on be transferred or conveyed to the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of Company or the Division Entities pursuant to the Restructuring Transactions detailed in or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification Transactions or deviation (such consent not to be unreasonably withheld, conditioned or delayed) the transactions contemplated by this Agreement and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to provide Seller the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedulebenefits thereunder. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed obligations contained in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b2.4(d) Notwithstanding anything herein are additional to the contrarySeller’s other obligations hereunder, and nothing in no event this Section 2.4(d) shall any Person be required serve to take, effect or complete any action or transaction contemplated by the Restructuring Transactions (i) that requires the consent or approval relieve Seller of any other Person until such consent obligation or approval has been received, or (ii) in a chronological order that differs from that set forth in the Restructuring Planliability under this Agreement.

Restructuring Transactions. (a) As promptly In order to effect the Restructuring Transactions, subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII), the Parties agree to complete (or cause to be completed) the actions as reasonably practicable and at the times set forth herein. (b) Prior to the date hereof, the following shall have occurred: (i) The Board shall have adopted board resolutions, as required under Applicable Law: (1) authorizing (x) the execution of this Agreement, (y) the Restructuring Transactions and (z) the listing of the Resulting Shares and the COD Shares on the NYSE American; (2) approving and declaring advisable the adoption of the COD Amendment, directing that the adoption of the COD Amendment be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders adopt the COD Amendment; (3) approving and declaring advisable the Note Exchange, directing that the approval of the issuance of the Resulting Shares be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders approve the issuance of the Resulting Shares; (4) approving and declaring advisable issuance of the COD Shares, directing that the approval of the issuance of the COD Shares be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders approve the issuance of the COD Shares; and (5) authorizing the execution by the Company of the Loan Modification Agreement, the Board Rights Agreement, the Convertible Note, the Voting Agreement, the Registration Rights Agreement and the performance of its obligations thereunder; and (ii) The Company and YE shall have executed the Loan Modification Agreement; and (iii) The Company and the Investors shall have executed the Voting Agreement. (c) Promptly after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be Acquired Companies or changing the form of any Acquired Company, in each case, in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan) (the Restructuring Plan and the foregoing transactions collectively, together with the actions set forth in Article 7 to be taken by Parent or any of its Subsidiaries as of or prior to the Closing, the following shall occur: (i) The Company shall issue a press release, mutually agreed upon with Red Mountain, announcing the execution of this Agreement and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”; (ii) as promptly as reasonably practicable; provided that Parent The Company shall have submitted all necessary filings and its Affiliates shall not be required to effect any transaction detailed documents with the NYSE American for the listing of the Resulting Shares and the COD Shares on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any NYSE American; (iii) The Company shall give the NYSE American notice of the Restructuring Transactions detailed in record date for the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent Stockholder Meeting; (email being sufficientiv) The Company shall file a Form 8-K, and any other applicable filing, with respect to any such amendment, modification or deviation the execution of this Agreement and the Restructuring Transactions; (such consent not to be unreasonably withheld, conditioned or delayedv) The Company shall file the Preliminary Proxy Statement and which consent the Definitive Proxy Statement with the SEC and shall be required for any such amendment, modification or deviation notwithstanding anything effect the mailing of the Definitive Proxy Statement to the contrary contained Company stockholders; and (vi) The Company and YE shall in this good faith negotiate and enter into the A&R Credit Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (bd) Notwithstanding anything herein Immediately prior to the contraryClosing, in no event the Company shall any Person be required to take, effect or complete any action or transaction contemplated by hold the Restructuring Transactions Stockholder Meeting and shall hold a stockholder vote on (i) that requires the consent or approval issuance of any other Person until such consent or approval has been receivedthe Resulting Shares, or (ii) in a chronological order that differs from that set forth the issuance of the COD Shares, and (iii) the COD Amendment. (e) At the Closing, but only in the Restructuring Planevent that the Company Stockholder Approval shall have been obtained, the following shall occur: (i) The Company shall execute the COD Amendment and file the COD Amendment with the Secretary of State of the State of Delaware; (ii) The Company shall issue to YE the Convertible Note, YE shall surrender any promissory notes it holds for the 2016 Loans and forgive the Hedge Obligations; (iii) The Company and YE shall enter into the Registration Rights Agreement; and (iv) The Company and Red Mountain shall enter into the Board Rights Agreement.