Common use of Cancellation of Existing Securities and Agreements Clause in Contracts

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, shares, bonds, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to Claims or Interests, including the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, provided that the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; provided, however, that notwithstanding Confirmation or Consummation, any such agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of (1) allowing Holders to receive distributions as specified under the Plan, (2) allowing each of the Indenture Trustees to make distributions pursuant to the Plan on account of the First Lien Notes, the Second Lien Notes, the Senior Unsecured Notes, and the Subsidiary-Guaranteed Notes, as applicable, (3) preserving each of the Indenture Trustees’ rights to compensation and indemnification as against any money or property distributable to Holders of Notes Claims, including without limitation, permitting each of the Indenture Trustees to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, (4) preserving all rights, including rights of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including with respect to indemnification or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of the applicable Indenture as in effect on the Effective Date, (5) permitting each of the Indenture Trustees to enforce any obligation (if any) owed to such Indenture Trustee under the Plan, and (6) permitting each of the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary course.

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in the PlanPlan or the Confirmation Order, all notes, instruments, certificates, shares, bondscredit agreements, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, Interests shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and full, cancelled, discharged, provided that and of no force or effect. Holders of or parties to such cancelled instruments, Securities, and other documentation will have no rights arising from or relating to such instruments, Securities, and other documentation, or the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; providedcancellation thereof, however, that notwithstanding Confirmation or Consummation, any such agreement that governs except the rights provided for pursuant to the Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI hereof, to the Holder of a Claim extent cancelled pursuant to this paragraph, the DIP Credit Agreement, the RBL Credit Agreement, and the Notes Indentures shall continue in effect solely for purposes of to the extent necessary to: (1) allowing permit Holders of Claims under the DIP Credit Agreement, the RBL Credit Agreement, and the Notes Indentures to receive distributions as specified under their respective Plan Distributions, if any (subject to any applicable charging liens, including, without limitation, the Plan, Notes Trustee Charging Lien); (2) allowing each of permit the Indenture Trustees Disbursing Agent, as applicable, to make distributions pursuant to the Plan Distributions on account of the First Lien NotesAllowed Claims under the DIP Credit Agreement, the Second Lien Notes, the Senior Unsecured NotesRBL Credit Agreement, and the Subsidiary-Guaranteed NotesNotes Indentures, as applicableapplicable (subject to any applicable charging liens, including, without limitation, the Notes Trustee Charging Lien); (3) preserving permit each of the Indenture Trustees’ rights to compensation and indemnification as against any money or property distributable to Holders of Notes ClaimsDIP Agent, including without limitation, permitting each of the Indenture Trustees to maintain, enforceRBL Agent, and exercise their respective Indenture the Notes Trustee Charging Liens against such distributionsto seek compensation and/or reimbursement for Notes Trustee Fees, (4) preserving all rights, including rights of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including in accordance with respect to indemnification or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of the Plan, and preserve any rights of the DIP Agent, RBL Agent, any L/C Issuing Bank, and Notes Trustee to maintain, exercise, and enforce of any applicable Indenture as in effect on rights of indemnity, reimbursement, or contribution, including the Effective DateRBL/DIP Preserved Rights, and any applicable charging lien, including the Notes Trustee Charging Lien; and (54) permitting permit each of the Indenture Trustees to enforce any obligation (if any) owed to such Indenture Trustee DIP Agent, RBL Agent, Holders of Claims under the PlanDIP Credit Agreement or the RBL Credit Agreement, L/C Issuing Banks, and (6) permitting each of the Indenture Trustees Notes Trustee to appear and be heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court Court, including to enforce any obligation owed to the DIP Agent, the RBL Agent, and the Notes Trustee, or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge Holders of Claims or Interests pursuant to under the Bankruptcy CodeDIP Credit Agreement, the Confirmation OrderRBL Credit Agreement, or and the Plan, or result in any expense or liability to the Debtors or Reorganized DebtorsNotes Indentures, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except Except as provided in the Plan and Confirmation Order(including Article VI hereof) or as may be necessary to effectuate the terms of the Plan, and after on the performance by Effective Date, the Indenture Trustees DIP Agent, RBL Agent, the Notes Trustee, and their respective representatives agents, successors, and professionals assigns, shall be automatically and fully discharged of any all of their duties and obligations associated with the DIP Credit Agreement, RBL Credit Agreement, and duties required under or related to the Plan or Confirmation OrderNotes Indentures, each as applicable. To the extent cancelled in accordance with this paragraph, the commitments and obligations (if any) of the Indenture Trustees shall be relieved Holders of the Notes and released from any obligations and duties arising thereunder. The fees, expensesthe lenders under the DIP Credit Agreement, and costs the RBL Credit Agreement to extend any further or future credit or financial accommodations to any of the Indenture TrusteesDebtors, including costs any of their respective professionals incurred after subsidiaries or any of their respective successors or assigns under the RBL Credit Agreement, and the Notes Indentures, as applicable, shall fully terminate and be of no further force or effect on the Effective Date Date. Notwithstanding anything in connection with any obligation that survive under the Plan will be paid by to the Reorganized Debtors in contrary, nothing herein releases, cancels, or otherwise limits or modifies any obligations of the ordinary courseRBL Lenders or DIP Lenders with respect to the RBL/DIP Preserved Rights.

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, shares, bondscredit agreements, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including any such notes, instruments, certificates, or other documents evidencing the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC InterestsJEH Mirror Preferred Units, shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and full, cancelled, discharged, provided that and of no force or effect. Holders of or parties to such cancelled instruments, Securities, and other documentation will have no rights arising from or relating to such instruments, Securities, and other documentation, or the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; providedcancellation thereof, however, that notwithstanding Confirmation or Consummation, any such agreement that governs except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI hereof, the Holder of a Claim First Lien Notes Indenture, the 2022 Notes Indenture, and the 2023 Notes Indenture shall continue in effect solely for purposes of to the extent necessary to: (1) allowing Holders permit holders of Claims under the First Lien Notes Indenture, the 2022 Notes Indenture, and the 2023 Notes Indenture to receive distributions their respective Distributions, as specified under the Plan, applicable; (2) allowing each of permit the Reorganized Debtors, the First Lien Notes Indenture Trustees Trustee, the First Lien Notes Collateral Agent, and the Unsecured Notes Indenture Trustee to make distributions pursuant to the Plan Distributions on account of the Allowed Claims under the First Lien NotesNotes Indenture, the Second Lien Notes, the Senior Unsecured Notes2022 Notes Indenture, and the Subsidiary-Guaranteed Notes2023 Notes Indenture, as applicable, and deduct therefrom such reasonable compensation, fees, and expenses (a) due to the First Lien Notes Indenture Trustee or the Unsecured Notes Indenture Trustee under the First Lien Notes Indenture, the 2022 Notes Indenture, or the 2023 Notes Indenture, as applicable, or (b) incurred by the First Lien Notes Indenture Trustee or the Unsecured Notes Indenture Trustee in making such Plan Distributions; and (3) preserving each of permit the Indenture Trustees’ rights to compensation and indemnification as against any money or property distributable to Holders of First Lien Notes Claims, including without limitation, permitting each of the Indenture Trustees to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, (4) preserving all rights, including rights and the Unsecured Notes Indenture Trustee to seek compensation and/or reimbursement of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including fees and expenses in accordance with respect to indemnification or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of this Plan. Except as provided in this Plan (including Article VI hereof), on the applicable Effective Date, the First Lien Notes Indenture Trustee and the Unsecured Notes Indenture Trustee, and their respective agents, successors, and assigns shall be automatically and fully discharged of all of their duties and obligations associated with the First Lien Notes Indenture, the 2022 Notes Indenture, or the 2023 Notes Indenture, as in applicable. The commitments and obligations (if any) of the RBL Lenders, the First Lien Noteholders or the Unsecured Noteholders to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective successors or assigns under the RBL Credit Agreement, the First Lien Notes Indenture, the 2022 Notes Indenture, or the 2023 Notes Indenture, as applicable, shall fully terminate and be of no further force or effect on the Effective Date, (5) permitting each of the Indenture Trustees to enforce any obligation (if any) owed to such Indenture Trustee under the Plan, and (6) permitting each of the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary course.

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in any document, agreement or Instrument evidencing a Claim or Equity Interest, other than (a) a Claim that is reinstated and rendered unimpaired under the Plan, all notes(b) Equity Interest held by a Debtor in another Debtor, instruments, certificates, shares, bonds, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements(c) Intercompany Claims (including Claims that become Intercompany Claims pursuant to (a) hereof) which shall be governed by Section 5.10 hereof, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to Claims or Interests, including the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interestsd) Equity Interests in Basell Germany, shall be deemed cancelled and surrendered without further act or action under any need for a Holder to take further action with respect thereto applicable agreement, law, regulation, order or rule and the obligations of the Debtors under such documents, agreements or Reorganized DebtorsInstruments evidencing such Claims and Equity Interest, as applicablethe case may be, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, provided that the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; provided, however, that notwithstanding Confirmation or Consummationthe ARCO Notes Indenture, any such agreement that governs Equistar Notes Indenture, Millennium Notes Indenture, 2015 Notes Indenture, Bridge Loan Agreement, Senior Secured Credit Agreement, the rights of the Holder of a Claim DIP Agreement and Intercreditor Agreement shall continue in effect solely for the purposes of permitting the indenture trustees and agents thereunder (1or party thereto) allowing Holders to receive distributions as specified under the Plan, (2i) allowing each of the Indenture Trustees to make distributions pursuant to the Plan on account and to perform such other necessary functions with respect thereto, (ii) maintain and assert any rights or liens for reasonable fees, costs and expenses thereunder (but, as to any fees, costs and expenses relating to any of the First Lien Notescauses of action covered by the Lender Litigation Settlement, solely as permitted thereby) (iii) with regard to the Second Lien NotesDIP Agent, assert any right with regard to the Senior Unsecured NotesExcluded DIP Obligations, and the Subsidiary-Guaranteed Notes, as applicable, (3iv) preserving each of the Indenture Trustees’ rights to compensation and indemnification as against any money or property distributable to Holders of Notes Claims, including without limitation, permitting each of the Indenture Trustees to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, (4) preserving all rights, including rights of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including with respect to indemnification or contribution from the Holders of current and former agents under the applicable Notes Claims pursuant Senior Secured Loan Agreement and subject the Bridge Loan Agreement, assert any right with respect to the terms of the applicable Indenture as in effect on the Effective Date, (5) permitting each of the Indenture Trustees to enforce any obligation (if any) owed to such Indenture Trustee under the Plan, and (6) permitting each of the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other CourtExcluded Senior/Bridge Obligations; provided, further, howeverthat nothing herein shall be deemed to impair any indemnification obligations of the lenders under the Senior Secured Credit Agreement, the Bridge Loan Agreement or the DIP Agreement. Nothing herein shall waive, release or impair any rights or interests that the 2015 Notes Trustee has under the 2015 Notes Indenture or otherwise to the recovery and/or reimbursement of its fees and expenses (1including the fees and expenses of counsel) from any distribution of recoveries to the preceding proviso holders of the 2015 Notes (which distributions, if any, shall not affect be made through the discharge of Claims or Interests 2015 Notes Trustee pursuant to the Bankruptcy Codethis Plan), the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for whether in the Plan and (2) except as otherwise provided herein, the terms and provisions nature of the Plan shall modify any existing contract a charging lien or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary courseotherwise.

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, shares, bondscredit agreements, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and full, cancelled, discharged, provided that and of no force or effect. Holders of or parties to such cancelled instruments, Securities, and other documentation will have no rights arising from or relating to such instruments, Securities, and other documentation, or the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; providedcancellation thereof, however, that notwithstanding Confirmation or Consummation, any such agreement that governs except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI hereof, the Holder of a Claim Second Lien Notes Indentures, Convertible Notes Indenture, and the Subordinated Notes Indentures shall continue in effect solely for purposes of to the extent necessary to: (1) allowing permit Holders of Claims under the Second Lien Notes Indentures, the Convertible Notes Indenture, or the Subordinated Notes Indentures to receive distributions as specified under the Plan, their respective Plan Distributions; and (2) allowing each of permit the Indenture Trustees Reorganized Debtors and the Distribution Agent, as applicable, to make distributions pursuant to the Plan Distributions on account of the First Lien Notes, Allowed Claims under the Second Lien NotesNotes Indentures, the Senior Unsecured NotesConvertible Notes Indenture, and the Subsidiary-Guaranteed NotesSubordinated Notes Indentures, as applicable. Except as provided in this Plan (including Article VI hereof), on the Effective Date, the agents and trustees under the Second Lien Notes Indentures, the Convertible Notes Indenture, and the Subordinated Notes Indentures, and their respective agents, successors, and assigns, shall be automatically and fully discharged of all of their duties and obligations associated with the Second Lien Notes Indentures, the Convertible Notes Indenture, and the Subordinated Notes Indentures. The commitments and obligations (if any) of the Second Lien Noteholders, the Convertible Noteholders, or the Subordinated Noteholders to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective successors or assigns under the Second Lien Notes Indentures, the Convertible Notes Indenture, or the Subordinated Notes Indentures, as applicable, (3) preserving each shall fully terminate and be of the Indenture Trustees’ rights to compensation and indemnification as against any money no further force or property distributable to Holders of Notes Claims, including without limitation, permitting each of the Indenture Trustees to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, (4) preserving all rights, including rights of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including with respect to indemnification or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of the applicable Indenture as in effect on the Effective Date, (5) permitting each of the Indenture Trustees to enforce any obligation (if any) owed to such Indenture Trustee under the Plan, and (6) permitting each of the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary course.

Cancellation of Existing Securities and Agreements. On the later of (i) the Effective DateDate and (ii) the satisfaction of the DIP Facility Claims in accordance with Article II.D of the Plan, except to the extent otherwise provided in the Plan Support Agreement, the Plan, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, the Debtors’ obligations under all notes, instruments, certificates, shares, bonds, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including the Prepetition Credit Agreement Claims (providedcredit agreements and indentures, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and full, cancelled, discharged, provided that and of no force or effect. Holders of, or parties to, such instruments, securities, and other documentation will have no rights against the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; providedDebtors arising from or relating to such instruments, howeversecurities, that notwithstanding Confirmation or Consummationand other documentation, any such agreement that governs except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein, but subject to any applicable provisions of Article VI, the Holder of a Claim DIP Loan Documents, the Credit Agreement Documentation, and the Senior Notes Documentation shall continue in effect solely for purposes of to the extent necessary to: (1) allowing Holders permit holders of Claims under DIP Loan Documents, the Credit Agreement Documentation, and the Senior Notes Documentation to receive distributions as specified under the Plan, as applicable; (2) allowing each of permit the Indenture Trustees Debtors, the Reorganized Debtors, the DIP Agent, the Credit Agreement Agent, and the Senior Notes Trustee to make distributions pursuant to the Plan on account of the First Lien NotesAllowed Claims under the DIP Loan Documents, the Second Lien NotesCredit Agreement Documentation, and the Senior Notes Documentation and on account of the Secured Swap Claims, as applicable; (3) preserve any rights of the DIP Agent, the Credit Agreement Agent, the Senior Unsecured NotesNotes Trustee (or any respective predecessor or successor thereof), and or the Subsidiary-Guaranteed Notes, as applicable, (3) preserving each of the Indenture Trustees’ rights to compensation and indemnification Swap Parties as against any money or property distributable to Holders holders of DIP Facility Claims, Revolving Credit Facility Claims, Secured Swap Claims, Term Loan Claims, or Senior Notes Claims, respectively, including without limitationany priority in respect of payment of fees, permitting each expenses, or indemnification and the right to exercise any charging lien. Except as provided in this Plan (including Article VI of this Plan), on the Effective Date, the DIP Agent, the Credit Agreement Agent, and the Senior Notes Trustee, and their respective agents, successors, and assigns shall be automatically and fully discharged of all of their duties and obligations associated with the DIP Credit Agreement, the Credit Agreement Documentation, and the Senior Notes Documentation, as applicable. The commitments and obligations (if any) of the Indenture Trustees DIP Secured Parties, the Credit Agreement Secured Parties, and/or the Senior Noteholders to maintainextend any further or future credit or financial accommodations to any of the Debtors, enforceany of their respective subsidiaries or any of their respective successors or assigns under the DIP Loan Documents, the Credit Agreement Documentation, and exercise their respective Indenture Trustee Charging Liens against such distributionsthe Senior Notes Documentation, (4) preserving all rightsas applicable, including rights shall fully terminate and be of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including with respect to indemnification no further force or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of the applicable Indenture as in effect on the Effective Date, (5) permitting each of . To the Indenture Trustees to enforce extent that any obligation (if any) owed to such Indenture Trustee under the Plan, and (6) permitting each of the Indenture Trustees to appear provision in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Codea DIP Loan Document, the Confirmation DIP Order, or the PlanCredit Agreement Documentation is of a type that survives repayment of the subject indebtedness, such provisions shall remain in effect notwithstanding satisfaction of the DIP Facility Claims, the Revolving Credit Facility Claims, the Term Loan Claims, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary courseSecured Swap Claims.

Cancellation of Existing Securities and Agreements. On the Effective Date, except to the extent otherwise provided in the PlanPlan or Confirmation Order, all notes, instruments, certificates, shares, bonds, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including the Prepetition Credit Agreement Claims (provided, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, Interests shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto canceled, and the obligations of the Debtors or the Reorganized Debtors, as applicable, Debtors and any non-Debtor parties, Affiliates thereunder or in any way related thereto shall be discharged and deemed satisfied in full full, and discharged, provided that the CEOC Interests held by CEC will Agents shall be Reinstated as OpCo Common Stockreleased from all duties and obligations thereunder; provided, however, that notwithstanding any provision of the Plan or Confirmation Order to the contrary, including, without limitation, Article VIII of the Plan, Confirmation, or Consummationthe occurrence of the Effective Date, any such agreement credit document or agreement, including, without limitation, the First Lien Indenture and the Second Lien Term Loan Documents, that governs the rights of the Holder of a Claim or Interest shall continue in effect solely for purposes of (1a) allowing Holders of Allowed Claims to receive distributions under the Plan; (b) allowing and preserving the rights of the Agents to make and the Holders to receive distributions as specified under the Plan, (2) allowing each of the Indenture Trustees to make distributions pursuant to the Plan on account of the First Lien Notes, the Second Lien Notes, the Senior Unsecured Notes, and the Subsidiary-Guaranteed Notes, as applicable, Plan; (3) preserving each of the Indenture Trustees’ rights to compensation and indemnification as against any money or property distributable to Holders of Notes Claims, including without limitation, permitting each of the Indenture Trustees to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, (4) preserving all rights, including rights of enforcement, of the Indenture Trustees against any person other than a Released Party (including the Debtors), including with respect to indemnification or contribution from the Holders of the applicable Notes Claims pursuant and subject to the terms of the applicable Indenture as in effect on the Effective Date, (5c) permitting each of the Indenture Trustees Agents to enforce any obligation (if any) owed to such Indenture Trustee Agents under the Plan; (d) preserving the Agents’ respective rights to compensation, participations, reimbursement and indemnification as against any money or property distributable to the Holders of Claims, including permitting an Agents’ right to maintain, enforce, and exercise their charging liens or other priority of payment, if any, against such distribution; (6e) preserving all rights, remedies, indemnities, powers, and protections, including rights of enforcement, of the Agents against any person other than the Debtors and their Affiliates, including with respect to indemnification, participations, reimbursements or contribution from the Holders of First Lien Senior Secured Notes Claims and Second Lien Term Loan Claims, pursuant and subject to the terms of the First Lien Indenture and the Second Lien Term Loan Documents, as in effect on the Effective Date, and preserving all exculpations of the Prepetition First Lien Agent and the Prepetition Second Lien Agent (f) permitting each of the Indenture Trustees Agents to enforce any obligation (if any) owed to the Agents under the Plan; (g) permitting the Agents to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other Courtcourt; and (h) permitting the Agents to perform any functions that are necessary to effectuate the foregoing; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan or Confirmation Order; and (2) except as otherwise provided hereinin the Plan, the terms and provisions of the Plan shall not modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees The Agents shall be discharged and shall have no further duty, obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees Agents and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees Agents shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary course.

Cancellation of Existing Securities and Agreements. On the later of (i) the Effective DateDate and (ii) the satisfaction of the DIP Facility Claims in accordance with Article II.D of the Plan, except to the extent otherwise provided in the Plan Support Agreement, the Plan, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, the Debtors’ obligations under all notes, instruments, certificates, shares, bonds, indentures, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, and other documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to evidencing Claims or Interests, including the Prepetition Credit Agreement Claims (providedcredit agreements and indentures, however, for the avoidance of doubt, all claims pursuant to the Guaranty and Pledge Agreement shall survive until consummation of the Bank Guaranty Settlement, including payment of the Bank Guaranty Settlement Purchase Price to the Holders of Prepetition Credit Agreement Claims), Secured First Lien Notes Claims, First Lien Notes Deficiency Claims, Second Lien Notes Claims, Senior Unsecured Notes Claims, Subsidiary Guaranteed Notes Claims, and CEOC Interests, shall be deemed cancelled and surrendered without any need for a Holder to take further action with respect thereto and the obligations of the Debtors or Reorganized Debtors, as applicable, and any non-Debtor parties, thereunder or in any way related thereto shall be deemed satisfied in full and full, cancelled, discharged, provided that and of no force or effect. Holders of, or parties to, such instruments, securities, and other documentation will have no rights against the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock; providedDebtors arising from or relating to such instruments, howeversecurities, that notwithstanding Confirmation or Consummationand other documentation, any such agreement that governs except the rights provided for pursuant to this Plan. Notwithstanding anything to the contrary herein or the Confirmation Order, but subject to any applicable provisions of Article VI, the Holder of a Claim DIP Loan Documents, the Credit Agreement Documentation, and the Senior Notes Documentation shall continue in effect solely for purposes of to the extent necessary to: (1) allowing Holders permit holders of Claims under DIP Loan Documents, the Credit Agreement Documentation, and the Senior Notes Documentation to receive distributions as specified under the Plan, as applicable; (2) allowing each of permit the Indenture Trustees Debtors, the Reorganized Debtors, the DIP Agent, the Credit Agreement Agent, and the Senior Notes Trustee to make distributions pursuant to the Plan on account of the First Lien NotesAllowed Claims under the DIP Loan Documents, the Second Lien NotesCredit Agreement Documentation, and the Senior Notes Documentation and on account of the Secured Swap Claims, as applicable; (3) preserve any rights of the DIP Agent, the Credit Agreement Agent, the Senior Unsecured NotesNotes Trustee (or any respective predecessor or successor thereof), and or the Subsidiary-Guaranteed Notes, as applicable, (3) preserving each of the Indenture Trustees’ rights to compensation and indemnification Swap Parties as against any money or property distributable to Holders holders of DIP Facility Claims, Revolving Credit Facility Claims, Secured Swap Claims, Term Loan Claims, or Senior Notes Claims, respectively, including without limitationany priority in respect of payment of fees, permitting each of expenses, or indemnification and the Indenture Trustees right to maintain, enforce, and exercise their respective Indenture Trustee Charging Liens against such distributions, any charging lien; (4) preserving preserve all rights, including rights of enforcementremedies, indemnities, powers, and protections of the Indenture Trustees against any person other than a Released Party Senior Notes Trustee (including all rights to payment of fees and expenses) as against the Debtors), including with respect to indemnification or contribution from the Holders Senior Noteholders and any exculpations in favor of the applicable Senior Notes Claims Trustee as an Exculpated Party pursuant and to Article VIII.E of the Plan; (5) allow the DIP Agent, the Credit Agreement Agent, and, subject to the terms of the applicable Indenture Senior Notes Documentation, the Senior Notes Trustee to enforce any rights and obligations owed to any of the foregoing under this Plan or the Confirmation Order; and (6) permit the DIP Agent, the Credit Agreement Agent, and, subject to the terms of the Senior Notes Documentation, the Senior Notes Trustee to appear and be heard in the Chapter 11 Cases. Except as provided in this Plan (including Article VI of this Plan), on the Effective Date, the DIP Agent, the Credit Agreement Agent, and the Senior Notes Trustee, and their respective agents, successors, and assigns shall be automatically and fully discharged of all of their duties and obligations associated with the DIP Credit Agreement, the Credit Agreement Documentation, and the Senior Notes Documentation, as applicable. The commitments and obligations (if any) of the DIP Secured Parties, the Credit Agreement Secured Parties, and/or the Senior Noteholders to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective subsidiaries or any of their respective successors or assigns under the DIP Loan Documents, the Credit Agreement Documentation, and the Senior Notes Documentation, as applicable, shall fully terminate and be of no further force or effect on the Effective Date. To the extent that any provision in a DIP Loan Document, (5) permitting each the DIP Order, or the Credit Agreement Documentation is of a type that survives repayment of the Indenture Trustees to enforce any obligation (if any) owed to subject indebtedness, such Indenture Trustee under the Plan, and (6) permitting each provisions shall remain in effect notwithstanding satisfaction of the Indenture Trustees to appear DIP Facility Claims, the Revolving Credit Facility Claims, the Term Loan Claims, or the Secured Swap Claims. Any right, remedy, claim, interest, indemnity, protection, and/or exculpation preserved in the Chapter 11 Cases this Article IV.H shall survive and remain in full force and effect and shall not be released, discharged or affected in any proceeding in way by the Bankruptcy Court terms of the Plan or any other Court; provided, further, however, that (1) the preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability notwithstanding anything to the Debtors contrary contained herein or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and (2) except as otherwise provided herein, the terms and provisions of the Plan shall modify any existing contract or agreement that would in any way be inconsistent with distributions under the Plan. Each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as provided in the Plan and Confirmation Order, and after the performance by the Indenture Trustees and their respective representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, each of the Indenture Trustees shall be relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the Indenture Trustees, including costs of their respective professionals incurred after the Effective Date in connection with any obligation that survive under the Plan will be paid by the Reorganized Debtors in the ordinary coursetherein.