Common use of Releases by Holders of Claims and Interests Clause in Contracts

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtor, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each Releasing Party, in each case on behalf of itself and its respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, or because of the Releasing Parties shall be foregoing entities, is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the Debtors), intercompany transactions, the Chapter 11 CaseCases, the TSA, the formulation, preparation, dissemination, negotiation, filingentry into or filing of, or consummation of as applicable, the TSA and related prepetition transactions, the Definitive Documents, the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the TSA, the Merger Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance issuance, distribution or distribution conversion of securities pursuant to the Merger Agreement, the Plan, or the distribution of property under the Plan or any other related agreement, including the Merger Agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding . Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release any post-Effective Date obligations of any party or Entity under the Plan, the Merger Agreement, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the assumption of the Indemnification Provisions as set forth in the Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim Claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by applicable law and approved by the Bankruptcy Court, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, effective on and after the Plan Effective Date, each of the Releasing Parties Party (defined below) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, finally, and forever, forever released and discharged the DebtorDebtors and the other Released Parties, Reorganized Debtorincluding any successors to the Debtors or any estates representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and each Released Party representatives, and any and all other persons or entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the foregoing entities, from any and all claimspast or present Claims, interestsEquity Interests, indebtedness and obligations, rights, suits, losses, damages, injuries, costs, expenses, causes of action, remedies, and liabilities whatsoever, including any derivative Claims, asserted or assertable on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, asserted or unasserted, suspected or unsuspected, accrued or unaccrued, fixed, contingent or noncontingent, pending or threatened, existing or hereinafter hereafter arising, in law, equity, or otherwise, including any derivative claimswhether for tort, asserted fraud, contract violations of federal or assertable state laws or otherwise, those causes of action based on behalf veil piercing or alter-ego theories of any of the Debtorliability, the Reorganized Debtorcontribution, indemnification, joint or its Estate, several liability or otherwise that such entity Releasing Party would have been legally entitled to assert (whether individually or collectively), based on or relating to any act, omission, transaction, event, or other occurrence taking place on or prior to the Plan Effective Date (collectively “Third-Party Released Claims”) based on or relating to, or in any manner arising fromfrom or in connection with, in whole or in part, the DebtorDebtors (including the capital structure, management, ownership, or operation thereof), the purchaseDebtors’ restructuring efforts, salethe Chapter 11 Cases, or rescission of the purchase or sale of any security of the Debtor or the Reorganized DebtorRestructuring, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Equity Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and or any other Released Party, on the Debtor’s in- one hand, and any Releasing Party, on the other hand, the restructuring of Claims and Equity Interests prior to or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparationor preparation of the Restructuring, disseminationthe RSA, negotiationthe Plan, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support Agreement, Plan Supplement or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Casedocuments, the pursuit of confirmation, the pursuit any action or actions taken in furtherance of consummation, or consistent with the administration and or implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, Plan or the distribution of distributions and related documents or other property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, Date arising from or relating to any of the foregoing other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct misconduct, or gross negligence, each solely to the extent as determined by a Final Order final order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section the foregoing “Third-Party Releases” shall not operate as a release, waiver, discharge to waive or impairment release any post-Plan Effective Date obligations of any Cause of Action related party under the Plan, the Confirmation Order, any Restructuring Transaction, and Definitive Document, or any other document, instrument, or agreement (including those set forth in the Plan Supplement) executed or implemented in connection with or relating to the non-occurrence of Plan, including the Merger DateExit Facilities Documents, and all Causes of Action related to or any claim or obligation arising under the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionPlan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party ReleaseReleases, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release isReleases are: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-good faith settlement and compromise of the Claims released by the Third-Party ReleaseReleases; (e) in the best interests of the Debtor Debtors and its Estatetheir estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause cause of Action action released pursuant to the Third-Party ReleaseReleases.

Releases by Holders of Claims and Interests. As of the Effective Date, each holder of the Releasing Parties a claim or an interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the DebtorDebtors, the Reorganized DebtorDebtors, and each the Released Party Parties from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever, including any derivative claims, asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of claims and interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparationor preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place on or before the Effective Confirmation Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct (including fraud) or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding . Notwithstanding anything to the contrary in this section. Entry the foregoing, the release set forth above does not release any post-Effective Date obligations of any party under the Confirmation Order shall constitute Plan or any document, instrument, or agreement (including those set forth in the Bankruptcy Court’s approval, pursuant Plan Supplement) executed to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of implement the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership, or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Caseany Avoidance Actions, the formulation, preparation, dissemination, negotiation, filing, or consummation filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactiontransaction contemplated by Restructuring, or any contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the Debt Backstop Agreement, the Equity Backstop Agreement, the Exit Facility, the Exit ABL Facility, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any post-Effective Date transaction contemplated by the Restructuring, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Thirdthis third-Party Releaseparty release, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release this third party release is: (a1) consensual; (b2) essential to the confirmation of the Plan; (c3) given in exchange for the good and valuable consideration provided by the Released Parties; (d4) a good-faith settlement and compromise of the Claims released by the Thirdthird-Party Releaseparty release; (e5) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f6) fair, equitable, and reasonable; (g7) given and made after due notice and opportunity for hearing; and (h) 8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Releasethis third party release.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactionstransactions (including dividends paid), transactions pursuant and/or related to the DIP Facility, Bridge Financing Facility, the Chapter 11 CaseSecond Lien Credit Agreement, the Notes, the Intercreditor Agreement, the Final DIP and Cash Collateral Order (and any payments or transfers in connection therewith), any preference or avoidance claim pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code, the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Definitive Documentation, the DIP Facility, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan Plan, the Definitive Documentation, or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in the foregoing, (i) the releases set forth above do not release any (x) post-Effective Date obligations of any party or Entity under the Plan, including under any of the Restructuring Transaction, or (y) any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, and (ii) nothing in this sectionprovision shall, nor shall it be deemed to, release any Released Party from any Claims or Causes of Action that are found, pursuant to a Final Order, to be the result of gross negligence, fraud, or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party ReleaseReleases by Holders of Claims and Interests described in this Article VIII.F, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release issuch releases are: (a1) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d2) a good-good faith settlement and compromise of the Claims claims released by the Third-Party Releasesuch releases; (e3) in the best interests of the Debtor Debtors and its Estateall Holders of Claims and Interests; (f4) fair, equitable, equitable and reasonable; (g5) given and made after due notice and opportunity for hearing; and (h6) a bar to any of the Releasing Parties asserting any claim or Cause cause of Action action released pursuant to the Third-Party Releasesuch releases.

Releases by Holders of Claims and Interests. As of Except as otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Plan Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties shall be Released Party is, and is deemed to have be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and by each Released Releasing Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, claims asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the capital structure, management, ownership, or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactionstransactions between or among a Debtor and another Debtor, the De-SPAC Transaction, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingexecution, or consummation Filing of the Restructuring Support Agreement, the Disclosure Statement, the PlanDIP Credit Agreements, the Transaction Support AgreementPrepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facilities, the Plan (including, for the avoidance of doubt, the Plan Supplement), or any restructuring transactionRestructuring Transactions, contract, instrument, release, transaction, or other agreement or document (including any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) relating to any of the foregoing, created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the DIP Credit Agreements, the Prepetition Credit Agreements, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, the Exit Facility Documents, the Warrant Agreement, the De-SPAC Transaction, the Plan, the filing Plan Supplement, before or during the Chapter 11 Cases, the Filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in the foregoing, other than claims the releases set forth above do not release (i) any post-Plan Effective Date obligations of any party or liabilities primarily Entity under the Plan, the Confirmation Order, any Restructuring Transactions, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the DIP Documents, the Exit Facility Documents, the Warrant Agreement, or any Claim or obligation arising out under the Plan, or (ii) any claim or Cause of or relating to any Action arising from an act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as is determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce have constituted actual fraud or willful misconduct. Except as expressly set forth in the Plan or the Confirmation Order, effective on the Plan Effective Date, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and Confirmation Order valuable consideration, the adequacy of which is not so released by this section; providedhereby confirmed, furtheron and after the Plan Effective Date, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence fullest extent allowed by applicable law, each (a) Released Party is hereby deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Merger DateABL Releasing Parties, and (b) ABL Released Party is hereby deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Releasing Parties, from any and all Causes of Action related to Action, rights, suits, damages, remedies and liabilities whatsoever based on or relating to, or in any manner arising from, in whole or in part, the non-occurrence Debtors (including the capital structure, management, ownership, or operation thereof), whether known or unknown, foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, fixed or contingent, accrued or unaccrued, existing or hereinafter arising, in law (or any applicable rule, statute, regulation, treaty, right, duty or requirement), equity, contract, tort, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Merger Date are preserved notwithstanding Debtors, the Reorganized Debtors, their Estates, or their Affiliates, that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or any other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, or their Estates (including the management, ownership, or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, the Plan, the Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, the ABL Credit Agreement, the ABL DIP Credit Agreement, the Term Loan Credit Agreement, the Term Loan DIP Credit Agreement, the DIP-to-Exit Commitment Letter, the DIP-to-Exit Allocation Process, or any Restructuring Transaction, or upon any other act, or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in this sectionthe foregoing, (i) the mutual releases set forth above do not release (x) any obligations arising on or after the Plan Effective Date of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the ABL DIP Documents, the ABL Exit Facility Documents, or any Claim or obligation arising under the Plan or (y) and any claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud or willful misconduct, and (ii) the releases by the ABL Releasing Parties set forth above do not release any Excluded ABL Obligations. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained hereinherein and, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation Confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties and Released ABL Parties; (d) a good-good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of the Effective Date, except for the right to enforce the Plan and the Definitive Documents that remain in effect after the Effective Date, each holder of the Releasing Parties a Claim or an Interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the DebtorDebtors, the Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, remedies and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filing, formulation or consummation preparation of the Plan, Disclosure StatementStatement or related agreements, instruments or other documents, the solicitation of votes with respect to the Plan, the Transaction Support Agreement, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement Backstop Agreement or the PlanRights Offering, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before the Effective Date, other than claims Claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that is a criminal act or constitutes actual intentional fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of the Effective Date, each holder of the Releasing Parties a claim or an interest shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released released, acquitted and discharged the DebtorDebtors, the Reorganized DebtorDebtors, and each the Released Party Parties from any and all actions, claims, interests, obligations, rights, suits, damages, causes of action, remedies, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, breaches, agreements, promises, licenses, variances, trespasses, judgments, extents, executions, costs, expenses, demands and liabilities whatsoever, including any derivative claims, asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claimsin contract or tort, asserted by statute or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estateotherwise, that such entity would have been legally entitled to assert (whether individually or collectively)) ever had, now has or hereafter can, shall or may have, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Debtors’ Chapter 11 Cases, the CCAA Proceeding, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of claims and interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the CCAA Proceeding, the negotiation, formulation, preparationor preparation of the Plan, dissemination, negotiation, filing, or consummation of the Disclosure Statement, the Plan, the Transaction Support AgreementPlan Supplement, or any restructuring transactionrelated agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place place, in each case, on or before the Effective Confirmation Date, other than claims or liabilities primarily arising out of based on fraud or relating to any act or omission of willful misconduct by a Released Party that constitutes actual fraudor a former officer or director of the Debtors, willful misconduct or gross negligence, in each solely to the extent case as determined by a Final Order final order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section herein shall operate as a release, waiver, discharge or impairment release (i) any obligation of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor Keystone and its Estate; (f) fairsubsidiaries to indemnify Xxxx Capital, equitableLLC, its affiliates, partners, employees and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released agents pursuant to the ThirdInvestment Management Agreement, which obligations shall survive termination of such agreement; (ii) any obligation of Keystone and its subsidiaries to reimburse Xxxx Capital, LLC and Advent for out-Party Release.of-pocket costs and expenses and costs incurred in connection with the Restructuring, in an aggregate amount not to exceed $250,000; or (iii) any obligation of Keystone and its subsidiaries to indemnify or to advance fees or reimburse any costs to their current or former directors or officers or Xxxx Capital, LLC or Advent or any of their respective partners, under its organizational documents, by-laws, employee indemnification policies, state law, or any other agreement.6

Releases by Holders of Claims and Interests. As of the Effective Date, each to the fullest extent of the law, each Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claimsClaims, interestsCauses of Action, obligations, rightssuits, suitsjudgments, damages, causes of actiondemands, remedieslosses, and or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), including any derivative claims, asserted on behalf of the Debtors, that the Debtors, their Estates, or the Reorganized Debtors would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, the Debtors’ intercompany transactions (including dividends paid), transactions pursuant and/or related to the Prepetition Term Loan Agreement, the Prepetition Second Lien Indenture, the Prepetition Second Lien PIK Indenture, the Notes, the Cash Collateral Order (and any payments or transfers in connection therewith), any Avoidance Actions, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the this Plan, the business or contractual arrangements between the any Debtor and any Released Releasing Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filingor Filing of the Restructuring Support Agreement, the Restructuring Support Agreement, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, or consummation any Restructuring Transaction, contract, instrument, document, release, or other agreement or document (including any legal opinion regarding any such transaction, contract, instrument, document, release, or other agreement or the reliance by any Releasing Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Transaction Support Agreementrelated agreements, or any restructuring transactioninstruments, contractand other documents (including the Definitive Documentation), instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the PlanChapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the solicitation of votes with respect to this Plan, the administration and implementation of the Plan, including the issuance or distribution of securities Securities or other property pursuant to the Plan, or the distribution of property under the Plan or any other related agreementDefinitive Documentation, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in the foregoing, (i) the releases set forth herein do not release any post-Effective Date obligations of any party or Entity under the Plan, including under any of the Restructuring Transactions, and (ii) nothing in this sectionprovision shall, nor shall it be deemed to, release any Released Party from any Claims or Causes of Action that are found, pursuant to a Final Order, to be the result of such Released Party’s gross negligence, actual fraud, or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Releasereleases by Holders of Claims and Interests set forth in this Article VIII.F, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release issuch releases are: (a1) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d2) a good-good faith settlement and compromise of the Claims claims released by the Third-Party Releasesuch releases; (e3) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f4) fair, equitable, equitable and reasonable; (g5) given and made after due notice and opportunity for hearing; (6) an essential component of the Plan and the Restructuring Transactions; and (h7) a bar to any of the Releasing Parties asserting any claim or Cause cause of Action action released pursuant to the Third-Party Releasesuch releases.

Releases by Holders of Claims and Interests. As Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Caseany Avoidance Actions, the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure Statement, the Plan, the Transaction Restructuring Support Agreement, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement or Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the Exit Facility, the DIP Commitment Letters, the Backstop Commitment Agreement, the Exit Commitment Letters, the Chapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreementPlan, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in this sectionthe foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Third Party Release is: (a1) consensual; (b2) essential to the confirmation of the Plan; (c3) given in exchange for the good and valuable consideration provided by the Released Parties; (d4) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e5) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f6) fair, equitable, and reasonable; (g7) given and made after due notice and opportunity for hearing; and (h) 8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party Release.

Releases by Holders of Claims and Interests. As of To the fullest extent permitted by applicable law, on and after the Effective Date, for good and valuable consideration, each holder of a Claim against the Debtor is deemed to have released and discharged each of the Releasing Released Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Claims and Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, claims that could be asserted or assertable on behalf of any of the Debtor, that the Debtor, the Reorganized Debtor, or its Estate, that such entity Estate would have been legally entitled to assert in its own right (whether individually or collectively)) or on behalf of the holder of any Claim or interest, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtor (including the management, the purchase, sale, ownership or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Partyoperation thereof), the Debtor’s in- or out-of-court restructuring efforts, intercompany transactionstransactions involving the Debtor or its subsidiaries, transactions involving the Debtor or its subsidiaries pursuant and/or related to the Shared Services Agreement, the Chapter 11 CasePower Purchase Agreement, or the Tax Sharing Agreement, the Indenture, any preference or avoidance claim relating to transfers made or obligations incurred by the Debtor or its subsidiaries pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code or applicable state law, the formulation, preparation, dissemination, negotiation, filing, or consummation negotiation of the Disclosure Statement, Restructuring Support Agreement or the Plan, the Transaction Support AgreementGenco Working Capital Facility, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Restructuring Support Agreement, the Exchange Offers, the Consent Solicitations, the Plan, the Chapter 11 Case, the filing of the Chapter 11 Case, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this sectionforegoing; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute foregoing, the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release isreleases set forth above do not release: (a) consensualany post-Effective Date obligations of any party or entity under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan; (b) essential to the confirmation any Claim or Cause of the Plan; Action against a Released Party (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of other than the Debtor and its Estate; subsidiaries) based on or relating to, or in any manner arising from, securities existing on or before the consummation of the Exchange Offers that were issued by a Released Party (fother than the Debtor and its subsidiaries) fair, equitable, or debt incurred by a Released Party (other than the Debtor and reasonable; (g) given and made after due notice and opportunity for hearingits subsidiaries); and (hc) a bar to any Claims and Causes of Action, including, but not limited to, any Intercompany Claim, if applicable, against the Debtor asserted by Dynegy or its affiliates (other than direct and indirect, and wholly and majority owned subsidiaries of the Releasing Parties asserting any claim or Cause Debtor), including, but not limited to, Claims and Causes of Action released pursuant to in connection with or arising out of the Third-Party ReleaseShared Services Agreement, the Tax Sharing Agreement, and the Power Purchase Agreement (such claims and Causes of Action in this subpart (c), the “Unreleased Dynegy Claims”).

Releases by Holders of Claims and Interests. As of the Effective Date, each to the fullest extent of the law, each Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the Debtor, Reorganized Debtor, and each Released Party from any and all claimsClaims, interestsCauses of Action, obligations, rightssuits, suitsjudgments, damages, causes of actiondemands, remedieslosses, and or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Entity would have been legally entitled to assert (whether individually or collectively), including any derivative claims, asserted on behalf of the Debtors, that the Debtors, their Estates, or the Reorganized Debtors would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors (including the management, ownership or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, the Debtors’ intercompany transactions (including dividends paid), transactions pursuant and/or related to the Prepetition Term Loan Agreement, the Prepetition Second Lien Indenture, the Prepetition Second Lien PIK Indenture, the Notes, the Cash Collateral Order (and any payments or transfers in connection therewith), any Avoidance Actions, the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the this Plan, the business or contractual arrangements between the any Debtor and any Released Releasing Party, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Case, the formulation, preparation, dissemination, negotiation, filingor Filing of the Restructuring Support Agreement, the Restructuring Support Agreement, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, or consummation any Restructuring Transaction, contract, instrument, document, release, or other agreement or document (including any legal opinion regarding any such transaction, contract, instrument, document, release, or other agreement or the reliance by any Releasing Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Transaction Support Agreementrelated agreements, or any restructuring transactioninstruments, contractand other documents (including the Definitive Documentation), instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the PlanChapter 11 Cases, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the solicitation of votes with respect to this Plan, the administration and implementation of the Plan, including the issuance or distribution of securities Securities or other property pursuant to the Plan, or the distribution of property under the Plan or any other related agreementDefinitive Documentation, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of Date related or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding foregoing. Notwithstanding anything to the contrary in the foregoing, (i) the releases set forth herein do not release any post-Effective Date obligations of any party or Entity under the Plan, including under any of the Restructuring Transactions, and (ii) nothing in this sectionprovision shall, nor shall it be deemed to, release any Released Party from any Claims or Causes of Action that are found, pursuant to a Final Order, to be the result of such Released Party’s gross negligence, actual fraud, or willful misconduct. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Releasereleases by Holders of Claims and Interests set forth in Article VIII.F of the Plan, which includes by reference each of the related provisions and definitions contained herein, and and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release issuch releases are: (a1) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d2) a good-good faith settlement and compromise of the Claims claims released by the Third-Party Releasesuch releases; (e3) in the best interests of the Debtor Debtors and its Estatetheir Estates; (f4) fair, equitable, equitable and reasonable; (g5) given and made after due notice and opportunity for hearing; (6) an essential component of the Plan and the Restructuring Transactions; and (h7) a bar to any of the Releasing Parties asserting any claim or Cause cause of Action action released pursuant to the Third-Party Releasesuch releases.

Releases by Holders of Claims and Interests. As The Plan shall provide as follows (the “Holder Releases”): Except as otherwise expressly provided in the Plan, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including without limitation the efforts of the Debtors and Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring contemplated by the Restructuring Support Agreement, on and after the Plan Effective Date, to the maximum extent permitted by applicable law, each of the Releasing Parties Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and foreverforever released, released waived and discharged the Debtor, Reorganized DebtorReleased Parties from, and each Released Party from covenanted not to xxx on account of, any and all claims, interests, obligationsobligations (contractual or otherwise), rights, suits, damages, causes Causes of actionAction (including Avoidance Actions), remedies, and liabilities whatsoever, including any derivative claims assertable by or on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity Releasing Party would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity (including any Debtor), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Chapter 11 Cases, the DIP Facility Claims, the Loan Claims, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the negotiation, formulation, preparation, dissemination, negotiation, filingconsummation, or consummation dissemination of: (i) the Plan (including, for the avoidance of doubt, any plan supplement), (ii) the DIP Facility, (iii) the Working Capital Facility; (iv) the Priority Exit Facility, (v) the New Term Loan Facility, (vi) the Disclosure Statement, (vii) the Plan, the Transaction Restructuring Support Agreement, or any restructuring transaction(viii) related agreements, contract, instrument, releaseinstruments, or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual willful misconduct, fraud, willful misconduct or gross negligence. Exculpation The Plan shall provide: To the fullest extent permitted by applicable law, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section no Exculpated Party shall operate as a release, waiver, discharge have or impairment of any Cause of Action related to the non-occurrence of the Merger Dateincur, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order each Exculpated Party shall constitute the Bankruptcy Court’s approvalbe released and exculpated from, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released in connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the DIP Facility, the Working Capital Facility, the Priority Exit Facility, the New Term Loan Facility, the Management Incentive Plan, the Disclosure Statement, the Restructuring Supporting Agreement, the Restructuring, and the Plan, or the solicitation of votes for, or confirmation of, the Plan; the funding of the Plan; the occurrence of the Plan Effective Date; the administration of the Plan or the property to be distributed under the Plan; the issuance of securities under or in connection with the Plan; the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors; or the transactions in furtherance of any of the foregoing; other than claims or Causes of Action arising out of or related to any act or omission of an Exculpated Party that is a criminal act or constitutes intentional fraud or willful misconduct as determined by a Final Order, but in all respects such Persons shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Third-Party ReleasePlan. The Exculpated Parties have acted in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of securities pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan, including the issuance of securities thereunder. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.

Releases by Holders of Claims and Interests. As of the Effective Date, each of the Releasing Parties shall be Party is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the each Debtor, Reorganized Debtor, and each Released Party from any and all claims, interests, obligations, rights, suits, damages, causes Causes of action, remedies, and liabilities whatsoeverAction, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its EstateDebtors, that such entity Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor or the Reorganized Debtor, the subject matter of, or the transactions or events giving rise to, any claim or interest that is treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the Debtor’s Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Merger, the Drop-Down Transaction, the 2015 Letter, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingor filing of the RSA, or consummation of the Disclosure Statement, the PlanDIP Facility, the Transaction Support AgreementCommitment Letter, the Plan, or any restructuring transactionRestructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement Statement, the DIP Facility, the Commitment Letter, or the Plan, the filing of the Chapter 11 CaseCases, the pursuit of confirmationConfirmation, the pursuit of consummationConsummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, other than the releases set forth above do not release (i) any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (ii) any claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party ReleaseMLP Credit Facilities.

Releases by Holders of Claims and Interests. As of the Effective Date, each and in consideration for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each Releasing Parties Party, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, irrevocably and forever, released and discharged the DebtorDebtors, the Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, remedies and liabilities whatsoever, including any derivative Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, existing or hereinafter hereafter arising, in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtor, the Reorganized Debtor, or its Estate, that such entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the purchase, sale, sale or rescission of the purchase or sale of any security of the Debtor Debtors or the Reorganized DebtorDebtors, the subject matter of, or the transactions or events giving rise to, any claim Claim or interest Interest that is treated in the Plan, the business or contractual arrangements between the any Debtor and any Released Party, the Debtor’s in- restructuring of Claims and Interests before or out-of-court restructuring efforts, intercompany transactions, during the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filing, formulation or consummation preparation of the Disclosure Statement, the Plan, the Transaction Plan Support and Lock-Up Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement, the Investment Agreement, or any restructuring transactionrelated agreements, contract, instrument, release, instruments or other agreement or document created or entered into in connection with the Disclosure Statement or the Plandocuments, the filing solicitation of the Chapter 11 Case, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant votes with respect to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities primarily arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct or gross negligence, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce the Plan and Confirmation Order is not so released by this section; provided, further, however, except that nothing in this section Section shall operate be construed to release any party or entity from intentional fraud or criminal conduct as a release, waiver, discharge or impairment of any Cause of Action related to the non-occurrence of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes determined by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by the Released Parties; (d) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtor and its Estate; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to the Third-Party ReleaseFinal Order.