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

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

Treatment of Executory Contracts and Unexpired Leases. 32 A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases shall not otherwise assumed or rejected will be deemed assumed by the applicable Reorganized Debtor pursuant to in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than than: (1) those Executory Contracts and Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii2) those that have been previously rejected by a Final Order; (iii3) those that have been previously assumed or assumed and assigned by a Final Order; (iv4) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; (v5) the Debtors have, as of the Confirmation Date, received authority those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to an order of which the Bankruptcy Court with the requested effective date of such rejection occurring is after the Effective Date; or (vi6) provide for payment of severance or other benefits to former employees of the Comfort Letters, which shall in all events be assumed by the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which pursuant to the extent not previously assumed by a Final Order Plan. Notwithstanding anything in this Article V.A to the contrary, the Executive Employment Agreement and Advisory Agreement shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed entered into or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, (as applicable, ) on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation OrderDate. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and Plan or the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors. In addition, in consultation any objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be filed with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, Bankruptcy Court on or rejection, as applicable, as of before 30 days after the Effective Date. To the maximum extent permitted by law, Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the extent any provision in proposed assumption of any Executory Contract or Unexpired Lease assumed will be deemed to have consented to such assumption. B. Claims Based on Rejection of Executory Contracts or assumed and assigned pursuant Unexpired Leases Proofs of Claim with respect to Claims arising from the Plan restrictsrejection of Executory Contracts or Unexpired Leases, conditions or preventsif any, or purports to restrict, condition or prevent, or is breached or deemed breached by, must be filed with the assumption or assumption and assignment Bankruptcy Court within 30 days after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent rightnot Filed within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, the Reorganized Debtors, the Estates, or similar provision)property of the foregoing parties, then such provision shall be deemed modified such that without the transaction contemplated need for any objection by the Plan shall not entitle Debtors or the non-Debtor party thereto to terminate such Reorganized Debtors, as applicable, or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules, if any, or a Proof of Claim to exercise any other default-related rights with respect theretothe contrary. The consummation Claims arising from the rejection of the Plan and the implementation of the Restructuring Transactions are not intended to, Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall not, constitute a “change of control,” “change be treated in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a party.accordance with Article III.B.6

Treatment of Executory Contracts and Unexpired Leases. A. Assumption Under Bankruptcy Code Section 365, a debtor may assume or reject executory contracts and Rejection of Executory Contracts and Unexpired Leases On unexpired leases. The Plan provides that on the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases shall be deemed assumed by the applicable Reorganized Debtor pursuant to sections 365 each executory contract and 1123 unexpired lease of the Bankruptcy Code, other than those Executory Contracts and Unexpired Leases Debtor that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii) have has not been previously rejected by a Final Order; (iii) have been previously assumed or assumed and assigned by a Final Order; (iv) are the subject of a motion to reject that is pending on rejected before the Confirmation Date; (v) Date with the Debtors have, as of the Confirmation Date, received authority to reject pursuant to an order approval of the Bankruptcy Court with or for which the effective date of such rejection occurring after the Effective Date; (vi) provide for payment of severance Debtor has not filed a motion to assume or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following reject before the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall Date will be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Orderassumed. Entry of the Confirmation Order shall constitute an order of by the Bankruptcy Court approving will constitute approval of each assumption pursuant to Bankruptcy Code Section 365(c). The Debtor or Reorganized CWOP (if prior to or on the assumptions Effective Date) or Jamboree LLC (if after the Effective Date) will make any payments required under Bankruptcy Code Section 365(b)(1). The Debtor intends to file a motion to assume all of its scheduled existing contracts and rejections unexpired leases. The motion to assume will be heard by the Bankruptcy Court at the Confirmation Hearing. In connection with the assumption of such Executory Contracts or Unexpired Leases as set forth in the Plantenant leases, the Assumed Executory Contracts and Unexpired Leases ScheduleDebtor will refund to each tenant its share of the tax refunds recently received by CWOP for the 1991 through 1995 tax years. The total refunds received total approximately $1.7 million, most of which will be refunded to tenants. In addition, the Collective Bargaining AgreementsDebtor intends to assume the various contracts with the Crow entities, including the REA, the Common Area Management Agreement, air space lease dated July 26, 1985 and the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of Settlement Agreement on the Effective Date. The Debtors Debtor asserts that there are authorized to abandon any of the Debtors’ personal property at or no amounts in default on the leased premises those agreements and no payment is necessary under Bankruptcy Code Section 365(b). Such assumption is expressly subject to an Unexpired Lease rejected pursuant to the PlanCrow Litigation, and the counterparties Debtor waives no rights in connection with that litigation by virtue of its stated intent to rejected assume such contracts, and in any event, the Debtor's stated intent to assume such contracts is in all respects subject to Rule 408 of the Federal Rules of Evidence and shall not be used as an admission or otherwise in the adjudication of such matters. MOREOVER, WHILE THE DEBTOR INTENDS TO ASSUME THESE AGREEMENTS IN CONNECTION WITH THE PLAN, THE DEBTOR RESERVES ALL OF ITS RIGHTS, AND IF THE PLAN IS NOT CONFIRMED, WILL LIKELY REJECT THOSE AGREEMENTS. The Debtor will also assume the Agreement of Understanding under the Plan. On the Effective Date, all executory contracts and unexpired leases may dispose of any such personal property remaining at or on assumed by the leased premises following Debtor during the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not Reorganization Case will be assigned to a third party before the Effective Date shall re-vest in Jamboree LLC. Jamboree LLC will be bound by those contracts and be fully enforceable by the applicable contracting Reorganized Debtor any amendments thereto, and it is anticipated that it will perform in accordance with its termsthe terms of those contracts and any and all amendments thereto. However, except as such terms may have been modified by any order of nothing in the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to Plan will be deemed to effect an assumptionwaive any rights, assumption and assignment, claims or rejection, as applicable, as of the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such defenses that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract Debtor, Reorganized CWOP, Jamboree LLC or Unexpired Lease or to exercise any other default-related rights entity might have with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under to any lease, contract, or agreement to which a Debtor is a partysuch contracts.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided in Article V.H and elsewhere herein, all Executory Contracts or Unexpired Leases shall will be deemed assumed by the applicable Reorganized Debtor in accordance with the provisions and requirements of the Bankruptcy Court, as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, other than those that are: (1) identified on the Schedule of Rejected Executory Contracts and Unexpired Leases that (i) are identified on the Leases, which Schedule of Rejected Executory Contracts and Unexpired Leases Schedulewill identify executory contracts or unexpired leases for assumption and assignment to the Purchaser in accordance with the Asset Purchase Agreement; (ii2) have been previously rejected by a Final Orderexpired or terminated pursuant to their own terms or agreement of the parties thereto; (iii3) have been previously assumed or assumed and assigned rejected by the Debtors pursuant to a Final Order; (iv4) are the subject of a motion to reject that is pending on the Confirmation Effective Date; or (v5) the Debtors have, as of the Confirmation Date, received authority to reject pursuant subject to an order of the Bankruptcy Court with the ordered or requested effective date of such rejection occurring that is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the above-described assumptions, assumptions and assignments, or rejections of such the Executory Contracts or Unexpired Leases as set forth in the Plan, the Schedule of Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining AgreementsLeases, and the Schedule of Rejected Executory Contracts and Unexpired Leases ScheduleLeases, as applicable, pursuant to sections 365(a) and 1123 of the Bankruptcy CodeCode and effective on the occurrence of the Effective Date. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as of the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions restricts or prevents, or purports to restrict, condition restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction transactions contemplated by the Plan shall not entitle constitute a “change of control” or “assignment” (or terms with similar effect) under, or any other transaction or matter that would result in a violation, breach or default under, or increase, accelerate or otherwise alter any obligations, rights or liabilities of the non-Debtor party thereto to terminate Debtors or the Reorganized Debtors under, or result in the creation or imposition of a Lien upon any property or asset of the Debtors or the Reorganized Debtors pursuant to, the applicable Executory Contract or Unexpired Lease, and any consent or advance notice required under such Executory Contract or Unexpired Lease shall be deemed satisfied by Confirmation. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to exercise alter, amend, modify, or supplement the Schedule of Rejected Executory Contracts and Unexpired Leases and the Schedule of Assumed Executory Contracts and Unexpired Leases the at any other defaulttime up to forty-related rights five (45) days after the Effective Date. To the extent any provision of the Bankruptcy Code or the Bankruptcy Rules require the Debtors to assume or reject an Executory Contract or Unexpired Lease, such requirement shall be satisfied if the Debtors make an election to assume or reject such Executory Contract or Unexpired Lease prior to the deadline set forth by the Bankruptcy Code or the Bankruptcy Rules, as applicable, regardless of whether or not the Bankruptcy Court has actually ruled on such proposed assumption or rejection prior to such deadline. If certain, but not all, of a contract counterparty’s Executory Contracts and/or Unexpired Leases are assumed pursuant to the Plan, the Confirmation Order shall be a determination that such counterparty’s Executory Contracts and/or Unexpired Leases that are being rejected pursuant to the Plan are severable agreements that are not integrated with those Executory Contracts and/or Unexpired Leases that are being assumed pursuant to the Plan. Parties seeking to contest this finding with respect thereto. The consummation of to their Executory Contracts and/or Unexpired Leases must file a timely objection to the Plan on the grounds that their agreements are integrated and the implementation of the Restructuring Transactions are not intended toseverable, and any such dispute shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement be resolved by the Bankruptcy Court at the Confirmation Hearing (to which a Debtor is a partythe extent not resolved by the parties prior to the Confirmation Hearing).

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases if the Debtors Do Not Consummate the Sale Transaction on or before the Effective Date. On the Effective Date, except as otherwise provided hereinin the Plan or otherwise agreed to by the Debtors and the counterparty to an Executory Contract or Unexpired Lease, all Executory Contracts or Unexpired Leases not previously assumed, assumed and assigned, or rejected in the Chapter 11 Cases, shall be deemed assumed by the applicable Reorganized Debtor pursuant to Debtors, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those regardless of whether such Executory Contract or Unexpired Lease is set forth on the Schedule of Assumed Executory Contracts and Unexpired Leases Leases, other than: (1) those that (i) are identified on the Schedule of Rejected Executory Contracts and Unexpired Leases ScheduleLeases; (ii2) those that have been previously rejected by a Final Order; (iii3) have been previously assumed or assumed and assigned by a Final Order; (iv) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (v4) the Debtors have, as of the Confirmation Date, received authority those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to an order of which the Bankruptcy Court with the requested effective date of such rejection occurring is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an a Bankruptcy Court order approving the assumptions, assumptions and assignments, or rejections of the Bankruptcy Court approving the assumptions and rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, Plan or the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Schedule of Rejected Executory Contracts and Unexpired Leases ScheduleLeases, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except , except as otherwise specifically set forth hereinprovided in the Plan or the Confirmation Order. Unless otherwise indicated or agreed by the Debtors and the applicable contract counterparties, assumptions, assumptions and assignments, or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with or as otherwise agreed by the Debtors and the applicable law, including by consent of the counterparty to such the Executory Contract or Unexpired Lease). Subject In the event of an unresolved dispute regarding (1) the amount of any Cure Claim, (2) the ability of the Reorganized Debtors or any assignee to applicable lawprovide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, including or assumed and assigned, or (3) any other matter pertaining to assumption, assignment, or payments of any Cure Claims required by section 365(d)(4365(b)(1) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date such dispute shall be subject to approval resolved by a Final Order Order(s) of the Bankruptcy Court on Court. The Debtors or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as of reserve the Effective Date. To the maximum extent permitted by law, right to the extent any provision in reject any Executory Contract or Unexpired Lease assumed upon the resolution of any cure disputes. If the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or assumed and assigned pursuant to Unexpired Lease is greater than the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached byamount set forth in the applicable Cure Notice, the assumption Debtors or assumption and assignment of Reorganized Debtors, as applicable, will have the right to add such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent rightto the Rejected Executory Contracts and Unexpired Leases Schedule, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate in which case such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation will be deemed rejected as of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a partyEffective Date.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, all Leases. Each Executory Contracts or Contract and Unexpired Leases Lease shall be deemed assumed by assumed, without the applicable Reorganized Debtor pursuant need for any further notice to sections 365 and 1123 or action, order, or approval of the Bankruptcy CodeCourt, other than those as of the Effective Date under Bankruptcy Code section 365, unless such Executory Contracts Contract and Unexpired Leases that Lease: (i1) are identified on was assumed or rejected previously by the Rejected Executory Contracts and Unexpired Leases ScheduleDebtors; (ii2) have been previously rejected by a Final Orderexpired or terminated pursuant to its own terms; (iii3) have been previously assumed or assumed and assigned by a Final Order; (iv) are is the subject of a motion to reject that is pending Filed on the Confirmation Date; (v) the Debtors have, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective date of such rejection occurring after or before the Effective Date; or (vi4) provide for payment is identified on the Rejected Executory Contract and Unexpired Lease List. The assumption of severance or other benefits to former employees Executory Contracts and Unexpired Leases hereunder may include the assignment of the Debtors (other than retiree benefits within the meaning certain of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which contracts to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the PlanAffiliates. The terms of any Final Combined Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall will constitute an order of the Bankruptcy Court approving the above-described assumptions and rejections of such assignments. Except as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contracts Contract or Unexpired Leases as set forth in the PlanLease shall include all modifications, the Assumed amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable that have been executed by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of Debtors during the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date Chapter 11 Cases shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to not be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as alter the prepetition nature of the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended tovalidity, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contractpriority, or agreement to which a Debtor is a partyamount of any Claims that may arise in connection therewith.

Treatment of Executory Contracts and Unexpired Leases. A. 14.01. Assumption and Rejection of Executory Contracts and Unexpired Leases Leases. On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases shall Leases, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed assumed by assumed, in accordance with the applicable Reorganized Debtor pursuant to provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts and or Unexpired Leases that that: (i1) previously were assumed or rejected by the Debtors; (2) are identified on the Rejected Executory Contracts Contract and Unexpired Leases ScheduleLease List; (ii) have been previously rejected by a Final Order; (iii) have been previously assumed or assumed and assigned by a Final Order; (iv3) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (v4) the Debtors have, as of the Confirmation Date, received authority are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to an order of which the Bankruptcy Court with the requested effective date of such rejection occurring is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of by the Bankruptcy Court approving the shall constitute approval of such assumptions and rejections the rejection of such the Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and listed on the Rejected Executory Contracts Contract and Unexpired Leases Schedule, Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be withdrawnfully enforceable by the Reorganized Debtors in accordance with its terms, settledexcept as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as reserve the right to alter, amend, modify, or supplement the schedules of Executory Contracts and Unexpired Leases identified in this Article V and in the Plan Supplement at any time through and including 45 days after the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a party.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases Leases. On the Effective Date, except as otherwise provided in Article V.H.1 and elsewhere herein, all Executory Contracts or Unexpired Leases shall not otherwise assumed or rejected will be deemed assumed by the applicable Reorganized Debtor pursuant to in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts and Unexpired Leases that are: (i1) are identified on the Schedule of Rejected Executory Contracts and Unexpired Leases ScheduleLeases; (ii2) have been previously rejected by a Final Orderexpired or terminated pursuant to their own terms or agreement of the parties thereto; (iii3) have been previously assumed or assumed and assigned rejected by the Debtors pursuant to a Final Order; (iv4) are the subject of a motion to reject that is pending on the Confirmation Effective Date; or (v5) the Debtors have, as of the Confirmation Date, received authority to reject pursuant to have an order of the Bankruptcy Court with the ordered or requested effective date of such rejection occurring that is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which provided that notwithstanding anything to the extent not previously assumed by a Final Order shall be deemed to be rejected; providedcontrary herein, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned no Executory Contract or Unexpired Lease following shall be assumed, assumed and assigned, or rejected without the Confirmation Date, including but not limited to seeking an order prior written consent of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation OrderRequired Consenting Stakeholders. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of such the Executory Contracts or Unexpired Leases as set forth in the Plan, or the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Schedule of Rejected Executory Contracts and Unexpired Leases Scheduleor Schedule of Proposed Cure Amounts, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease)assumption. Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors. Except as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, in consultation with each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to Debtors during the Chapter 11 Cases shall not be deemed to effect an assumptionalter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, assumption and assignmentpriority, or rejection, as applicable, as amount of the Effective Dateany Claims that may arise in connection therewith. To the maximum extent permitted by lawLaw, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction transactions contemplated by the Plan shall not entitle constitute a “change of control” or “assignment” (or terms with similar effect) under, or any other transaction or matter that would result in a violation, breach or default under, or increase, accelerate or otherwise alter any obligations, rights or liabilities of the non-Debtor party thereto to terminate Debtors or the Reorganized Debtors under, or result in the creation or imposition of a Lien upon any property or asset of the Debtors or the Reorganized Debtors pursuant to, the applicable Executory Contract or Unexpired Lease, and any consent or advance notice required under such Executory Contract or Unexpired Lease shall be deemed satisfied by Confirmation. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to exercise alter, amend, modify, or supplement the Schedule of Rejected Executory Contracts and Unexpired Leases and the Schedule of Proposed Cure Amounts at any other defaulttime up to forty-related rights five days after the Effective Date. To the extent any provision of the Bankruptcy Code or the Bankruptcy Rules require the Debtors to assume or reject an Executory Contract or Unexpired Lease, such requirement shall be satisfied if the Debtors make an election to assume or reject such Executory Contract or Unexpired Lease prior to the deadline set forth by the Bankruptcy Code or the Bankruptcy Rules, as applicable, regardless of whether or not the Bankruptcy Court has actually ruled on such proposed assumption or rejection prior to such deadline. If certain, but not all, of a contract counterparty’s Executory Contracts or Unexpired Leases are assumed pursuant to the Plan, the Confirmation Order shall be a determination that such counterparty’s Executory Contracts or Unexpired Leases that are being rejected pursuant to the Plan are severable agreements that are not integrated with those Executory Contracts and/or Unexpired Leases that are being assumed pursuant to the Plan. Parties seeking to contest this finding with respect thereto. The consummation of to their Executory Contracts and/or Unexpired Leases must file a timely objection to the Plan on the grounds that their agreements are integrated and the implementation of the Restructuring Transactions are not intended toseverable, and any such dispute shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement be resolved by the Bankruptcy Court at the Confirmation Hearing (to which a Debtor is a partythe extent not resolved by the parties prior to the Confirmation Hearing).

Treatment of Executory Contracts and Unexpired Leases. A. Assumption All executory contracts and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases unexpired leases not expressly rejected shall be deemed assumed by the applicable Reorganized Debtor pursuant to sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts and Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii) have been previously rejected by a Final Order; (iii) have been previously assumed or assumed and assigned by a Final Order; (iv) are the subject of a motion to reject that is pending on the Confirmation Date; (v) the Debtors have, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective date of such rejection occurring after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms Plan Supplement shall contain (a) a schedule of any Final Order entered executory contracts and unexpired leases to be assumed by the Court prior Debtors, including proposed Cure Costs (the “Assumed Contract Schedule”); and (b) a schedule of executory contracts and unexpired leases to be rejected by the Debtors as of the Effective Date (the “Rejected Contract Schedule”), determined by the Debtors in consultation with the Requisite Majority Consenting Noteholders. On the fourteenth (14th) day after the Effective Date, and to the entrance extent permitted by applicable law, all of the Confirmation Order Debtors’ executory contracts and unexpired leases that provide for are not listed on the assumption and assignment Rejected Contract Schedule will be assumed irrespective of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions and rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, whether they are listed on the Assumed Executory Contracts Contract Schedule. All executory contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and unexpired leases identified on the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective Contract Schedule shall be deemed rejected as of the Effective Date. The Debtors are authorized shall notify all counterparties to abandon any contracts on the Assumed Contract Schedule and the Rejected Contract Schedule of the filing of such Schedules and shall provide notice of such Schedules on the Debtors’ personal property restructuring website available at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan[•], and such notice shall be deemed good and sufficient notice for the counterparties purposes of section 365 of the Bankruptcy Code and otherwise. Notwithstanding the foregoing, the Debtors may, with the consent of the Requisite Majority Consenting Noteholders, alter, amend, modify or supplement the list of executory contracts or unexpired leases identified in the Assumed Contract Schedule and/or the Rejected Contract Schedule at any time prior to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance filing a revised Assumed Contract Schedule and/or Rejected Contract Schedule with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as of the Effective Date. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a partyCourt.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except ASSUMED CONTRACTS AND LEASES Except as otherwise provided hereinin the Plan, all Executory Contracts or Unexpired Leases shall be deemed assumed by in any contract, instrument, release, indenture or other agreement or document entered into in connection with the applicable Reorganized Debtor pursuant to sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts and Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii) have been previously rejected by a Final Order; (iii) have been previously assumed or assumed and assigned by a Final Order; (iv) are the subject of a motion to reject that is pending on the Confirmation Date; (v) the Debtors havePlan, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective date of such rejection occurring after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order Date each Debtor shall be deemed to have assumed each executory contract and unexpired lease to which it is a party, unless such contract or lease (i) was previously assumed or rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, or (iii) is otherwise set forth in the schedule to be rejected; provided, that, nothing filed in the Plan Supplement as being an executory contract or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided furtherunexpired lease to be rejected, provided, however, that the Debtors reserve the right their right, at any time prior to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of amend the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything schedule to the contrary contained herein, be filed in the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors Supplement to delete any unexpired lease or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Planexecutory contract therefrom or add any unexpired lease or executory contract thereto. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions and rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 under section 365 of the Bankruptcy Code. Except as otherwise specifically set forth herein, Code approving the contract and lease assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicabledescribed above, as of the Effective Date. To the maximum extent permitted by law, Each executory contract and unexpired lease that is assumed and relates to the extent use, ability to acquire or occupancy of real property shall include (a) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any provision agreement, instrument or other document that in any Executory Contract manner affect such executory contract or Unexpired Lease assumed unexpired lease and (b) all executory contracts or assumed unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, 494 tunnel or bridge agreements or franchises, and assigned any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation an order of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a partyBankruptcy Court.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided hereinherein or in the Plan Supplement or the UK Implementation Agreement (or any other agreement related thereto), all each Executory Contracts or Contract and Unexpired Leases Lease (including those set forth in the Assumption List) shall be deemed assumed by and assigned to the applicable Reorganized Debtor pursuant to in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than than: (1) those Executory Contracts and Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases ScheduleRejection List; (ii2) those that have been previously rejected by a Final Order; (iii3) have been previously assumed or assumed and assigned by a Final Order; (iv) those that are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Effective Date; or (v4) the Debtors have, as of the Confirmation Date, received authority those that are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to an order of which the Bankruptcy Court with the requested effective date of such rejection occurring is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of by the Bankruptcy Court shall constitute a Final Order approving the assumptions and rejections assumptions and assignments of such the Executory Contracts or and Unexpired Leases as set forth in the Plan, Plan and the Assumed Assumption List and the rejections of the Executory Contracts and Unexpired Leases Schedule, as set forth in the Collective Bargaining Agreements, and the Rejected Executory Contracts and Unexpired Leases ScheduleRejection List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be withdrawnfully enforceable by the Reorganized Debtors in accordance with its terms, settledexcept as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, reserve the right to alter, amend, modify, or supplement the Rejection List or the Assumption List identified in this Article V.A and in the Plan Supplement at any time through and including the Effective Date, or later, (a) with the consent of the Creditors Committee or (b) after a determination is made by the Bankruptcy Court regarding a disputed Cure Claim amount; provided that the Debtors or the Reorganized Debtors shall not alter, amend, modify, or supplement the Assumption List or the Rejection List with respect to any Newbuild Contracts after the Effective Date. If the Shipyard does not vote in favor of the Plan, the effective date of rejection of the Newbuild Contracts shall be the Effective Date of the Plan unless otherwise agreed to by the Shipyard and the Newbuild Debtors with the consent of the Required Consenting Creditors. If the Shipyard votes in favor of the Plan, the Newbuild Contracts shall be assumed under section 365(a) of the Bankruptcy Code effective as of the Effective DateDate of the Plan and receipt by the Shipyard of the consideration set forth in the Plan. On or prior to the Effective Date and assumption of the Newbuild Contracts, the Newbuild Debtors shall transfer their owned equipment as set forth in the Newbuild Assumption Term Sheet free and clear of all Liens and Claims to the Shipyard. To the maximum extent permitted by law, to the extent that any provision in any Executory Contract or Unexpired Lease assumed or assumed pursuant to section 365 of the Bankruptcy Code and assigned or novated pursuant to the Plan restricts, conditions restricts or prevents, or purports to restrict, condition restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment or novation of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar “asset transfer” provision), then such provision shall be deemed modified such that the transaction transactions contemplated by the Plan shall not entitle the non-Debtor party Executory Contract or Unexpired Lease counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation Debtors shall reasonably provide the Credit Facility Agent, the Ad Hoc Group and their respective advisors with all reasonable information needed to analyze such decision to reject any material Executory Contract or material Unexpired Lease; provided that this shall not require any Debtor to (1) take any action that is restricted or prohibited by obligations of confidentiality binding on any Debtor, applicable law or the Plan and rules of any applicable securities exchange (provided that the implementation Debtors must only withhold the portion of such information or materials that are actually subject to such confidentiality obligations, applicable law or rules of any applicable securities exchange) nor (2) disclose any document or share any information over which any Debtor asserts any legal professional privilege nor waive or forego the Restructuring Transactions are not intended to, and shall not, constitute a “change benefit of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a partyapplicable legal professional privilege.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except Except as otherwise provided herein, all Executory Contracts or Unexpired Leases in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan with the reasonable consent of the Consenting Noteholders, or by prior order of the Bankruptcy Court, each Debtor shall be deemed to have assumed each Executory Contract and Unexpired Lease to which it is a party except any contract or lease as of the Effective Date that: (1) was assumed or rejected previously by the applicable Reorganized Debtor Debtors pursuant to sections 365 and 1123 an order of the Bankruptcy Code, other than those Executory Contracts and Unexpired Leases that (i) are identified on court entered prior to the Rejected Executory Contracts and Unexpired Leases ScheduleEffective Date; (ii2) have been previously rejected by a Final Orderexpired or terminated pursuant to its own terms; (iii3) have been previously assumed or assumed and assigned by a Final Order; (iv) are is the subject of a motion to reject that is pending filed on or before the Confirmation Date; or (v4) is set forth in a schedule, with the Debtors havereasonable consent of the Consenting Noteholders, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective date of such rejection occurring after the Effective Date; (vi) provide for payment of severance Executory Contract or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed Unexpired Lease to be rejected, filed as part of the Plan Supplement; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided furtherhowever, that the Debtors reserve the right on or prior to seek enforcement the Confirmation Date, with the reasonable consent of or other relief with respect the Consenting Noteholders, to an assumed or assumed and assigned amend the schedules contained in the Plan Supplement to delete any Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an order of the Bankruptcy Court for the rejection of such therefrom or add any Executory Contract or Unexpired Lease for cause. Notwithstanding anything to the contrary contained hereinthereto, the Plan Support Agreement and the Stock Purchase Agreement in which event such Executory Contract(s) or Unexpired Lease(s) shall be deemed to be, respectively, either rejected or assumed by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential real property shall control over the terms of the Plan and Confirmation Order. Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions and rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized shall provide notice of any such amendments to abandon the parties to the Executory Contracts and Unexpired Leases affected thereby. Notwithstanding the foregoing paragraph, after the Effective Date, the Reorganized Debtors shall have the right to terminate, amend, or modify any intercompany contracts, leases, or other agreements without approval of the Debtors’ personal property at or on Bankruptcy Court. Entry of the leased premises Confirmation Order shall, subject to an and upon the occurrence of the Effective Date, constitute (a) the approval, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the assumption of the Executory Contracts and Unexpired Lease rejected Leases assumed pursuant to the Plan, and (b) the counterparties to rejected leases may dispose extension of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or Unexpired Lease assumed time, pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume within which the Debtors may assume, assign or reject the Executory Contracts or and Unexpired Leases pending on through the Effective Date shall be subject date of entry of the Confirmation Order, and (c) the approval, pursuant to approval by a Final Order sections 365(a) and 1123(b)(2) of the Bankruptcy Court on or after the Effective Date but may be withdrawnCode, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as of the Effective Date. To rejection of the maximum extent permitted by law, to the extent any provision in any Executory Contract or Contracts and Unexpired Lease assumed or assumed and assigned Leases rejected pursuant to the Plan restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event under any lease, contract, or agreement to which a Debtor is a partySupplement.

Treatment of Executory Contracts and Unexpired Leases. A. Assumption and Rejection of Executory Contracts and Unexpired Leases On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases shall be deemed assumed by the applicable Reorganized Debtor pursuant to sections 365 and 1123 each of the Bankruptcy Code, other than those Debtors' Executory Contracts and Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii) have been previously rejected by a Final Order; (iii) have been not previously assumed or assumed and assigned by a Final Order; (iv) are the subject of a motion to reject that is pending on the Confirmation Date; (v) the Debtors have, as of the Confirmation Date, received authority to reject rejected pursuant to an order of the Bankruptcy Court shall be deemed rejected as of the Effective Date in accordance with the effective date provisions and requirements of such rejection occurring after the Effective Date; (vi) provide for payment of severance or other benefits to former employees of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) sections 365 and 1123 of the Bankruptcy Code), whether in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute an admission or finding that Code except any plan or agreement referenced in the immediately preceding clause (vi) constitutes an Executory Contract; and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited (1) identified on Exhibit C to seeking an order this Plan (which shall be Filed as part of the Bankruptcy Court for the rejection of such Plan Supplement) as an Executory Contract or Unexpired Lease designated for cause. Notwithstanding anything assumption, (2) which is the subject of a separate motion or notice to the contrary contained herein, the Plan Support Agreement and the Stock Purchase Agreement shall be assumed assume or reject Filed by the Debtors or the Reorganized Debtors, and pending as applicable, on the Effective Date pursuant to the Plan. The terms of any Final Order entered by the Court prior to the entrance of the Confirmation Order Hearing, (3) that provide for the assumption and assignment of nonresidential real property shall control over the previously expired or terminated pursuant to its own terms or (4) that was previously assumed by any of the Plan and Confirmation OrderDebtors. Entry of the Confirmation Order by the Bankruptcy Court shall constitute an order of the Bankruptcy Court approving the assumptions and or rejections of such Executory Contracts or and Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements, and the Rejected Executory Contracts and Unexpired Leases Schedule, all pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date. Each Executory Contract or and Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but order, and not assigned to a third party before on or prior to the Effective Date Date, shall re-vest revest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, in consultation with the GUC Oversight Administrator and subject to its right to object under applicable law, with any such disposition to be deemed to effect an assumption, assumption and assignment, or rejection, as applicable, as of the Effective DateCourt. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts, conditions restricts or prevents, or purports to restrict, condition restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including including, without limitation, any “anti-assignment,” “"change of control,” consent right, or similar " provision), then such provision shall be deemed modified such that the transaction transactions contemplated by the Plan shall not entitle the non-Debtor party counterparty thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. The consummation of Notwithstanding anything to the contrary in the Plan, the Debtors or Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement Exhibit C to the Plan and in their discretion prior to the implementation of the Restructuring Transactions are not intended to, and shall not, constitute a “change of control,” “change in control,” Effective Date on no less than three (3) days' notice to any counterparty to an Executory Contract or other similar event under any lease, contract, or agreement to which a Debtor is a partyUnexpired Lease affected thereby.