On or after the Confirmation Date, or as soon as reasonably practicable thereafter, the Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, consistent with and pursuant to the terms and conditions of the RSA, including: # the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan; # the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms to which the applicable parties agree; # the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state law; # the execution and delivery of the New Term Loan Agreement Documents; # the execution and delivery of the New Unsecured Notes Documents; # the issuance and distribution of the Reorganized Holdco Interests; and # all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Restructuring Transactions.

Restructuring Transactions. The Debtors or Reorganized Debtors, as applicable, are authorized to enter into and effectuate the Restructuring Transactions, including the entry into and consummation of the transactions contemplated by the New Term Loan Agreement and the Reorganized Holdco Organizational Documents, and may take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Reorganized Debtors, as and to the extent provided in the Plan. Any transfers of assets or equity interests effected or any obligations incurred through the Restructuring Transactions are hereby approved and shall not constitute fraudulent conveyances or fraudulent transfers or otherwise be subject to avoidance. Except as otherwise provided in the Plan, each Reorganized Debtor, as applicable, shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, under the applicable law in the jurisdiction in which such applicable Debtor is incorporated or formed.

Employee and Employer agree that, in connection with the Employer’s 2017 restructuring (the “Restructuring”), Employer has established a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, have received and shall continue to be eligible to receive, in the aggregate, # awards denominated or payable in shares of the new common stock of the restructured Employer and # New Notes (as defined in the relevant Restructuring Support Agreement, including the term sheet attached thereto (the “RSA”), or other relevant Restructuring documents), convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA)

Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if [Section 3(h)(v)] below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable,

Restructuring Charges. Adjusted Cash Flow for the last fiscal year of the Performance Period shall be adjusted to eliminate the impact of any restructuring charges and exit-related activities announced by the Company during the last six months of the Performance Period.

Termination Upon Completion of the Restructuring Transactions. This Agreement shall terminate automatically upon the occurrence of the Effective Time (as defined in the Merger Agreement), without any further required action or notice.

Canadian Tax Restructuring. Notwithstanding anything to the contrary in this Article VII, ​ and its Subsidiaries may consummate the internal restructuring (the “Canadian Tax Restructuring”) of certain Domestic Subsidiaries and certain Foreign Subsidiaries organized in Canada, France and the United Kingdom, in accordance with the steps set forth on [Schedule 7.5] hereto, and any non-material deviations from such steps so long as ​ delivers such Loan Documents, as are reasonably required by the Loan Documents in order to comply with this Agreement. For purposes of this Section 7.5, a “non-material” step or deviation shall mean any step or deviation, as reasonably determined by the Administrative Agent and ​, from the steps outlined in [Schedule 7.5] hereto, that does not reduce the amount of security or recourse provided to the Lenders under the Loan Documents. In no event shall such Canadian Tax Restructuring, if completed as described in this Section 7.5, be deemed to constitute a Default or Unmatured Default.

EnTrust Restructuring Steps. The pre-Closing steps of the EnTrust Restructuring Steps shall have occurred, with any such changes to the pre-Closing steps of the EnTrust Restructuring Steps as the Permal Contributor shall agree in writing.

Permal Restructuring Steps. The pre-Closing steps of the Permal Restructuring Steps shall have occurred, with any such changes to the pre-Closing steps of the Permal Restructuring Steps as the Permal Contributor shall agree in writing.

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;