Common use of Cancellation of Notes, Instruments, Certificates, and Other Documents Clause in Contracts

Cancellation of Notes, Instruments, Certificates, and Other Documents. On the Effective Date, except as otherwise provided in the Plan, the Confirmation Order, any agreement, instrument or other document entered into in connection with or pursuant to the Plan or the Description of the Transaction Steps, all notes, instruments, Certificates, and other documents evidencing Claims or Interests, shall be cancelled and the obligations of the Debtors or the Reorganized Debtors thereunder or in any way related thereto shall be discharged; provided, however, that notwithstanding such cancellation and discharge, anything to the contrary contained in the Plan or Confirmation Order or Confirmation or the occurrence of the Effective Date, any indenture, credit document or agreement and any other instrument, Certificate, agreement or other document that governs the rights, claims or remedies of the holder of a Claim or Interest shall continue in full force and effect solely for purposes of: (a) allowing holders of Allowed Claims to receive distributions under the Plan; (b) allowing and preserving the rights of the Servicers, as applicable, to make distributions on account of Allowed Claims as provided herein; (c) allowing each of the Indenture Trustees to make distributions to holders of Unsecured Note Claims, pursuant to the respective indenture or bond agreement under which the Indenture Trustee serves; (d) preserving each of the Indenture Trustee’s rights to compensation and indemnification under each of the applicable indentures or bond agreements as against any money or property distributable or allocable to holders of Unsecured Note Claims, including, without limitation, the Indenture Trustees’ rights to maintain, enforce, and exercise their respective charging liens against such money or property; (e) permitting each of the Indenture Trustees to enforce any right or obligation owed to them under the Plan; 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; (f) allowing and preserving the rights of the Servicers and their agents to receive and/or make distributions on account of Allowed Claims as provided herein and the Confirmation Order, to take any actions to perform their obligations (if any) under the Plan and Confirmation Order, and to enforce their rights and the rights of the holders of Claims or beneficial holders under the applicable instruments, documents and agreements; (g) preserving all rights, remedies, indemnities, powers, and protections of the Servicers as against any person or entity other than the Debtors, and any money or property distributable to the holders of Claims or beneficial holders under the relevant instrument (including any rights to priority of payment) and any exculpations of any Servicer (which rights, remedies, indemnities, powers and protections against all persons and entities other than the Debtors and against such distributable money or property and which exculpations shall survive and remain in full force and effect, and not be released, discharged or affected in any way by the terms of the Plan or the Confirmation Order; (h) allowing the Servicers to appear and be heard in the Chapter 11 Cases, or in any proceeding in the Bankruptcy Court or any other court; and (i) permitting any Servicer to enforce any obligation owed to it under the Plan. On the Effective Date, each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as expressly provided in the Plan or Confirmation Order.

Cancellation of Notes, Instruments, Certificates, and Other Documents. On the Effective Date, except as to the extent otherwise provided in the Plan, the Confirmation Order, any agreement, instrument or other document entered into in connection with or pursuant to the Plan or the Description of the Transaction Steps, all notes, instruments, Certificatescertificates, shares, and other documents evidencing Claims or Interests, Interests shall be cancelled cancelled, and the obligations of the Debtors or the Reorganized Debtors thereunder or in any way related thereto shall be dischargeddischarged and deemed satisfied in full, and the RBL Agent and the Indenture Trustee shall automatically and fully be released from all duties and obligations thereunder; provided, however, that notwithstanding such cancellation and discharge, anything to the contrary contained in the Plan or Confirmation Order or Confirmation or the occurrence of the Effective Date, any credit document, indenture, credit document or agreement and any other instrument, Certificate, agreement or other document that governs the rights, claims or remedies rights of the holder Holder of a Claim or Interest shall continue in full force and effect solely for purposes of: of (a1) allowing holders Holders of Allowed Claims to receive distributions under the Plan; , (b2) allowing and preserving the rights of the Servicers, as applicable, RBL Agent and the Indenture Trustee to make distributions on account of Allowed Claims as provided herein; (c) allowing each of the Indenture Trustees to make distributions to holders of Unsecured Note Claims, pursuant to the respective indenture or bond agreement under which the Indenture Trustee serves; Plan, (d3) preserving each of the RBL Agent’s and the Indenture Trustee’s rights to compensation and indemnification under each of the applicable indentures or bond agreements as against any money or property distributable or allocable to holders the Holders of Unsecured Note RBL Claims and Senior Notes Claims, including, without limitation, including permitting the RBL Agent and the Indenture Trustees’ rights Trustee to maintain, enforce, and exercise their respective its charging liens liens, if any, against such money distributions, (4) preserving all rights, remedies, indemnities, powers, and protections, including rights of enforcement, of the RBL Agent and the Indenture Trustee against any person (other than with respect to any claim released under the Debtor Release or property; the Third Party Release or claims subject to treatment in this Plan), including with respect to indemnification or contribution from the Holders of RBL Claims and Senior Notes Claims, or any exculpations of the RBL Agent and the Indenture Trustee, pursuant and subject to the terms of the RBL Credit Agreement and the Senior Notes Indenture as in effect on the Effective Date, (e5) permitting each of the RBL Agent and the Indenture Trustees Trustee to enforce any right or obligation (if any) owed to them the RBL Agent or the Indenture Trustee under the Plan; , (6) permitting each of the RBL Agent and the Indenture Trustees Trustee to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, and (7) permitting the RBL Agent and the Indenture Trustee to perform any functions that are necessary to effectuate the foregoing; provided, further, however, that (fa) allowing and preserving the rights preceding proviso shall not affect the discharge of Claims or Interests pursuant to the Servicers and their agents to receive and/or make distributions on account of Allowed Claims as provided herein and Bankruptcy Code, the Confirmation Order, or the Plan, or result in any expense or liability to take any actions to perform their obligations (if any) under the Debtors or Reorganized Debtors, as applicable, except as expressly provided for in the Plan and Confirmation Order(b) except as otherwise provided in the Plan, the terms and to enforce their rights and the rights provisions of the holders of Claims Plan shall not modify any existing contract or beneficial holders under the applicable instruments, documents and agreements; (g) preserving all rights, remedies, indemnities, powers, and protections of the Servicers as against any person or entity other than the Debtors, and any money or property distributable to the holders of Claims or beneficial holders under the relevant instrument (including any rights to priority of payment) and any exculpations of any Servicer (which rights, remedies, indemnities, powers and protections against all persons and entities other than the Debtors and against such distributable money or property and which exculpations shall survive and remain in full force and effect, and not be released, discharged or affected agreement that would in any way by the terms of the Plan or the Confirmation Order; (h) allowing the Servicers to appear and be heard in the Chapter 11 Cases, or in any proceeding in the Bankruptcy Court or any other court; and (i) permitting any Servicer to enforce any obligation owed to it inconsistent with distributions under the Plan. On the Effective Date, each of the RBL Agent and the Indenture Trustees Trustee shall be automatically and fully discharged and shall have no further obligation or liability except as expressly provided in the Plan and Confirmation Order, and after the performance by the RBL Agent and the Indenture Trustee and their representatives and professionals of any obligations and duties required under or related to the Plan or Confirmation Order, the RBL Agent and the Indenture Trustee shall be automatically and fully relieved of and released from any obligations and duties arising thereunder. The fees, expenses, and costs of the RBL Agent and the Indenture Trustee, including fees, expenses, and costs of its professionals incurred after the Effective Date in connection with the RBL Credit Agreement and the Senior Notes Indenture, as applicable, and reasonable and documented costs and expenses associated with effectuating distributions pursuant to the Plan will be paid by the Reorganized Debtors in the ordinary course. Notwithstanding anything to the contrary herein, in no event will the loans under the RBL Credit Agreement be cancelled or satisfied or repaid in full as a result of the implementation of the Plan, and instead the loans under the RBL Credit Agreement will be restructured as loans under the Exit Facility Credit Agreement as set forth herein and therein, and the Liens securing the RBL Credit Facility shall be retained by the Exit Facility Agent to secure the Exit Facility. As a condition precedent to receiving any distribution on account of its Senior Notes Claim, each Senior Noteholder shall be deemed to have surrendered its Senior Notes or other documentation underlying each Senior Notes Claim, and all such surrendered Senior Notes and other documentation shall be deemed to be cancelled pursuant to this Section, except to the extent otherwise provided herein.

Cancellation of Notes, Instruments, Certificates, and Other Documents. On the Effective Date, except as to the extent otherwise provided in the Plan, the Confirmation Order, any agreement, instrument or other document entered into in connection with or pursuant to the Plan or the Description of the Transaction Steps, all notes, instruments, Certificates, and other documents evidencing Claims or Interests, shall be cancelled and : (1) the obligations of the Debtors under each organizational document (including certificates of designation, bylaws, or certificates or articles of incorporation), certificate, share, note, bond, indenture, purchase right, option, warrant, call, put, award, commitment, registration rights, preemptive right, right of first refusal, right of first offer, co-sale right, investor rights, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors or giving rise to any Claim or Interest shall be automatically extinguished, cancelled and of no further force or effect and the Debtors and the Reorganized Debtors thereunder shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any instrument, certificate, agreement or document described in clause (1) above evidencing or creating any way related thereto indebtedness or obligation of the Debtors shall be released and discharged; provided, however, provided that notwithstanding such cancellation and discharge, anything to the contrary contained in the Plan or Confirmation Order or Confirmation or the occurrence of the Effective Date, any such indenture, credit document or agreement and any other instrumentagreement, Certificatenote, agreement or other instrument or document that governs the rights, claims or remedies rights of the holder of a Claim or Interest shall continue in full force and effect solely for purposes of: (a) allowing holders of Allowed Claims enabling the holder of such Claim or Interest to seek allowance, and receive distributions on account of such Claim or Interest under the Plan as provided herein; provided, further, that 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 Reorganized Debtors, except to the extent set forth in or provided for under the Plan; (b) allowing and preserving the rights provided, further, that nothing in this section shall effect a cancellation of the Servicersany New Interests, as applicableIntercompany Interests, to make distributions on account of Allowed Claims as provided herein; (c) allowing each of the Indenture Trustees to make distributions to holders of Unsecured Note or Intercompany Claims, pursuant . Notwithstanding anything to the respective indenture or bond agreement under which the Indenture Trustee serves; (d) preserving each of the Indenture Trustee’s rights to compensation and indemnification under each of the applicable indentures or bond agreements as against any money or property distributable or allocable to holders of Unsecured Note Claims, including, without limitation, the Indenture Trustees’ rights to maintain, enforce, and exercise their respective charging liens against such money or property; (e) permitting each of the Indenture Trustees to enforce any right or obligation owed to them under the Plan; permitting each of the Indenture Trustees to appear contrary in the Chapter 11 Cases Plan (including this section) or in any proceeding in the Bankruptcy Court or any other court; (f) allowing and preserving the rights of the Servicers and their agents to receive and/or make distributions on account of Allowed Claims as provided herein and the Confirmation Order, to take any actions to perform their indemnity or reimbursement obligations (if any) of any non-Debtor Entity under the Plan and Confirmation Order, and to enforce their rights and the rights of the holders of Claims or beneficial holders under the applicable instruments, documents and agreements; (g) preserving all rights, remedies, indemnities, powers, and protections of the Servicers as against any person or entity other than the Debtors, and any money or property distributable to the holders of Claims or beneficial holders under the relevant instrument (including any rights to priority of payment) and any exculpations of any Servicer (which rights, remedies, indemnities, powers and protections against all persons and entities other than the Debtors and against such distributable money or property and which exculpations First Lien RBL Credit Documents shall survive and remain in full force and effect, and not be released, discharged or affected in any way by after the Effective Date pursuant to the terms of the Plan or the Confirmation Order; (h) allowing the Servicers to appear and be heard in the Chapter 11 Cases, or in any proceeding in the Bankruptcy Court or any other court; and (i) permitting any Servicer to enforce any obligation owed to it under the Plan. On the Effective Date, each of the Indenture Trustees shall be discharged and shall have no further obligation or liability except as expressly provided in the Plan or Confirmation OrderFirst Lien RBL Credit Documents.