The Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. The provisions in [Article IV] and elsewhere in the Plan, and in the exhibits and attachments to the Plan and the Disclosure Statement, provide, in detail, adequate and proper means for the Plan’s implementation, including regarding: # the issuance and distribution of the Reorganized Holdco Interests; # the Reorganized Debtors’ entry into the New Term Loan A Facility and New Term Loan B Facility; # the issuance of the New Unsecured Notes; # the Capital Equity Investment to Reorganized Holdco; # the assumption of all Non-Debtor Intercompany Claims, Intercompany Contracts, and other pre-Petition Date agreements and arrangements by and among the Debtors and the MLP Entities; # authorization of the Debtors and/or Reorganized Debtors to take all actions necessary to effectuate the Plan, including those actions necessary to effect the Restructuring Transactions; # authorization of the adoption and implementation of the Management Incentive Plan; # authorization of the adoption of and entry into the Reorganized Holdco Organizational Documents; # cancellation of existing securities and agreements, and the surrender of existing securities (except as otherwise provided in the Plan); # cancellation of notes, instruments, Certificates and other documents, including the 2015 Letter; # settlement of Claims and Interests; # vesting of Estate assets in the Reorganized Debtors; # the vesting of certain Causes of Action in the Reorganized Debtors; and # the appointment of the members of the Reorganized Holdco Board and the officers, directors, and/or managers of each of the Reorganized Debtors.

All documents necessary to implement the Plan and all other relevant and necessary documents (including the New Term Loan Agreement and the Reorganized Holdco Organizational Documents) have been negotiated in good faith and at arm’s length and shall, upon completion of documentation and execution, be valid, binding, and enforceable agreements and shall not be in conflict with any federal or state law.

Adequate Protection. All adequate protection granted to the ​ in any Insolvency Proceeding with respect to a Loan Party, including all Liens granted to the ​ in any such Insolvency Proceeding as adequate protection, are intended to be for the benefit of all Secured Parties and shall be subject to [Section 10.3], subject to any court order affecting the rights and interests of the parties hereto not in conflict with the terms hereof. Without limiting the foregoing, the ​, on behalf of the FILO Secured Parties, shall have the right to seek adequate protection for the FILO Loans solely in the form of payment of interest at the then applicable interest rate (including the FILO Applicable Margin) for the FILO Loans and reimbursement of reasonable expenses of the ​; provided, however, that the ​, on behalf of the Revolving Secured Parties, may contest (or support any other Person contesting) any request by any FILO Secured Parties for such adequate protection from proceeds of Collateral unless each of the following conditions is satisfied: # such payments are approved by a final order of the applicable U.S. Bankruptcy Court (or other court of competent jurisdiction) approving a Post-Petition Financing consented to by the ​, # the ​ and the other Secured Parties (other than the FILO Secured Parties) are also receiving adequate protection payments covering their interest, fees and expenses, # the amount of all such payments is added to the Maximum Revolving Insolvency Amount, and # the FILO Secured Parties agree to pay over an amount not to exceed the payments so received if the Revolving Obligations and all obligations under such Post-Petition Financing are not paid in full in such Insolvency Proceeding.

Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, # any request by First Lien Agent or any of the other First Lien Secured Parties for adequate protection or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or # any objection by First Lien Agent or any of the other First Lien Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or # the payment of interest, fees, expenses or other amounts to First Lien Agent or any other First Lien Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or under any comparable provision of any other Bankruptcy Law.

Implementation of Changes. If Tenant: # approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and # deposits with Landlord any Excess Tl Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the Tl Architect’s reasonable determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant, absent manifest error.

Delivery by Electronic Means. This Agreement and any amendments hereto, to the extent signed and delivered by means of a PDF, facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or any such contract shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or contract was terminated or communicated through the use of facsimile machine or other electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

Varian agrees to assume outstanding invoices of Danforth directly attributed to work on Varian’s financial statements in an amount not to exceed ​ (​) and to reimburse HLTT for 75% (seventy-five percent) of outstanding amounts invoiced by Dorsey & Whitney LLP, not to exceed ​ (​).

Adequate Capitalization; No Insolvency. As of such date it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or consummating any transaction contemplated hereby with any intent to hinder, delay or defraud any of its creditors.

The relevant taxes incurred by the disposal;

The Parties undertake that in the implementation of this Agreement, they shall observe the utmost good faith and shall not do or omit to do anything, which might prejudice or detract from the rights or interests of the other Parties.