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.

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 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 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 Debtors and their 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, each of the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, released and discharged the DebtorDebtors, the Reorganized DebtorDebtors, the Estates, and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suitsliabilities, damagesactions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and liabilities crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of federal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, 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), based on or in any way relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the Transaction, 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 Plan, the business or contractual arrangements between the any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Debtor’s in- Credit Agreements and other agreements reflecting long-term indebtedness), the Dex One Support Agreement, the restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactions, in the Chapter 11 CaseCases, the negotiation, formulation, preparationsolicitation or 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 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 Date of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding Plan. Notwithstanding anything to the contrary in this sectionthe foregoing, the release set forth above does not release any obligations arising on or after the Effective Date of any party under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

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 DebtorDebtors, the Reorganized DebtorDebtors, the Estates, and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suitsliabilities, damagesactions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and liabilities crossclaims (including all claims and actions against any Entities under the Bankruptcy Code) whatsoever, whether for tort, fraud, contract, violations of federal or state securities laws, Avoidance Actions, including any derivative Claims, asserted on behalf of the Debtors, 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), based on or in any way relating to, or in any manner arising from, in whole or in part, the DebtorDebtors, the Debtors’ restructuring, the Chapter 11 Cases, the Transaction, 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 Plan, the business or contractual arrangements between the any Debtor and any Released Party, prepetition contracts and agreements with one or more Debtors (including the Debtor’s in- SuperMedia Secured Credit Agreement and other agreements reflecting long-term indebtedness), the SuperMedia Support Agreement, the restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactions, in the Chapter 11 CaseCases, the negotiation, formulation, preparationsolicitation or 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 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 Date of the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding Plan. Notwithstanding anything to the contrary in this sectionthe foregoing, the release set forth above does not release any obligations arising on or after the Effective Date of any party under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

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 sectionthe foregoing, the release set forth above does not release any post-Effective Date obligations of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

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 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 whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwiseAction, 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: 1. the Debtors, 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 Debtors’ restructuring efforts, intercompany transactions, the Chapter 11 Case, or the formulation, preparation, dissemination, negotiation, filing, or consummation Filing of the Disclosure StatementRestructuring Support Agreement, the Plan, the Transaction Support Agreement, Disclosure Statement or the Rights Offering Procedures; 2. 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 Statement, or the Plan, including the filing Rights Offering; 3. the Chapter 11 Cases, the Disclosure Statement, 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 Securities pursuant to the PlanPlan or the Rights Offering, or the distribution of property under the Plan or any other related agreement, or upon ; or 4. 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 claims or liabilities primarily arising out of or relating related to any act or omission that is determined in a final order to have constituted actual fraud or (ii) any post-Effective Date obligations of a Released Party that constitutes actual fraudany party or Entity under the Plan, willful misconduct any Restructuring Transaction, or gross negligenceany document, each solely to the extent as determined by a Final Order of a court of competent jurisdiction; provided that any right to enforce instrument, or agreement (including those set forth in 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 Supplement) executed to implement 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 sectionPlan.

Releases by Holders of Claims and Interests. As of the Effective Date, each except as otherwise specifically provided in the Plan and to the fullest extent permitted by law, for good and valuable consideration, Holders of the Releasing Parties Claims and Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever, forever released and discharged the Debtor, Reorganized Debtor, Debtors and each the Released Party Parties from any and all claimsClaims, interestsInterests, obligations, rights, suits, damages, causes Causes of actionAction, remedies, and liabilities whatsoever, including any derivative Claims asserted on behalf of the Debtors, 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 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 Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtor 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 PlanRestructuring, the business or contractual arrangements between the Debtor any Debtors and any Released Party, the Debtor’s in- restructuring of Claims and Interests prior to or out-of-court restructuring efforts, intercompany transactionsin the Restructuring, the Chapter 11 Casenegotiation, the formulation, preparation, dissemination, negotiation, filingor preparation of the Restructuring Documents and related disclosures, or consummation of the Disclosure Statementrelated agreements, the Plan, the Transaction Support Agreement, or any restructuring transaction, 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 Effective Date, other than claims Claims or liabilities primarily arising out of or relating to any act or omission of a the Debtors or Released Party that constitutes willful misconduct (including 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.

Releases by Holders of Claims and Interests. As To the extent permitted by applicable law and approved by the Bankruptcy Court, and except as otherwise expressly set forth in this Plan or the Combined Order, as of the Effective Date, in exchange for good and valuable consideration, the adequacy of which is hereby confirmed, 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 Claim or Cause of Action, directly or derivatively, by, through, for, or because of the Releasing Parties shall be foregoing Entities, has and is deemed to have conclusivelyhave, absolutely, forever and unconditionally, irrevocablyreleased, and forever, released and discharged the Debtor, Reorganized Debtor, and absolved 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 asserted or assertable on behalf of any of the DebtorDebtors, the Reorganized DebtorEstates, or its Estate, the Reorganized Debtors that such entity Entity would have been legally entitled to assert in its own right (whether individually or collectively)) or on behalf of the Holder of any Claim against, or Interest in, a Debtor, based on or relating to, or in any manner arising from, in whole or in part, (1) the Debtormanagement, ownership, or operation of the Debtors or the Non-Debtor Affiliates, (2) the purchase, sale, or rescission of the purchase or sale of any security Security of the Debtor Debtors or the Reorganized DebtorNon-Debtor Affiliates, (3) the subject matter of, or the transactions transactions, events, circumstances, acts or events omissions giving rise to, any claim Claim or interest Interest that is treated in the PlanRestructuring Transactions, including the negotiation, formulation, or preparation of the Restructuring Transactions, (4) the business or contractual arrangements between the any Debtor or Non-Debtor Affiliate and any Released Partyother Entity, (5) the Debtor’s Debtors’ and Non-Debtor Affiliates’ in- or out-of-court restructuring efforts, (6) intercompany transactions, the Chapter 11 Case, (7) the formulation, preparation, dissemination, negotiation, filing, or consummation of this Plan, the Disclosure Statement, the Plan, the Transaction Support Agreement, the Definitive Documents, the Prepetition ABL Facility Documents, the Prepetition Term Loan Documents, the DIP Facilities Documents, the Exit Facilities Documents (and any financing permitted thereunder), the Chapter 11 Cases, or any restructuring transactionRestructuring Transaction, (8) any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or the this Plan, the filing of Disclosure Statement, the Transaction Support Agreement, the Definitive Documents, the Prepetition ABL Facility Documents, the Prepetition Term Loan Documents, the DIP Facilities Documents, the Exit Facilities Documents (and any financing permitted thereunder), the Chapter 11 CaseCases, the pursuit of confirmation, the pursuit Confirmation of consummationthis Plan, the administration and implementation of the Plan, or the Restructuring Transactions, including the issuance or distribution of securities Securities pursuant to the this Plan, or (9) the distribution distribution, including any disbursements made by a Distribution Agent, of property under the this Plan or any other related agreement, or upon (10) any other related act act, or omission, transaction, agreement, event, or other occurrence relating to any of the foregoing and taking place on or before the Effective Date; provided, other than claims that the Releasing Parties do not release Claims or liabilities primarily Causes of Action (1) arising out of of, or relating to related to, any act or omission of a Released Party that constitutes is determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction to have constituted actual fraud (but not, for the avoidance of doubt, fraudulent transfers), gross negligence, or willful misconduct (it being agreed that any Released Parties’ consideration, approval, or receipt of any distribution did not arise from or relate to actual fraud, willful misconduct or gross negligence, each solely or willful misconduct) or (2) against a Released Party arising from any obligations owed to the extent as determined by a Final Order of a court of competent jurisdiction; provided Releasing Party 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 are wholly unrelated to the non-occurrence of Debtors or the Merger Date, and all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding Reorganized Debtors. Notwithstanding anything to the contrary in the foregoing, the Releases set forth above do not release (1) any obligations of any Person or Entity under this sectionPlan, the Combined Order, any other Definitive Document, any Restructuring Transaction, any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement this Plan, or any agreement, claim, or obligation arising or assumed under this Plan or (2) any Causes of Action specifically retained by the Debtors pursuant to the Schedule of Retained Causes of Action.

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, further, shall constitute the Bankruptcy Court’s finding that the Third Party Release is: (1) consensual; (2) essential to the confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good-faith settlement and compromise of the Claims released by the Third-Party Release; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (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 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 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.11

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 releaserelease (i) any obligation of Keystone and its subsidiaries to indemnify ▇▇▇▇ Capital, waiverLLC, discharge or impairment of any Cause of Action related its affiliates, partners, employees and agents pursuant to the nonInvestment Management Agreement, which obligations shall survive termination of such agreement; (ii) any obligation of Keystone and its subsidiaries to reimburse ▇▇▇▇ Capital, LLC and Advent for out-occurrence 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 the Merger DateKeystone and its subsidiaries to indemnify or to advance fees or reimburse any costs to their current or former directors or officers or ▇▇▇▇ Capital, and all Causes LLC or Advent or any of Action related to the nontheir respective partners, under its organizational documents, by-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this section.laws, employee indemnification policies, state law, or any other agreement.6

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 sectiondetermined by Final Order.

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 ▇▇▇ 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, no Exculpated Party shall have or incur, and each solely Exculpated Party shall be released and exculpated from, any claim or Cause of Action 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 extent 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 Order, but in all respects such Persons shall be entitled to reasonably rely upon the advice of a court counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have acted in compliance with the applicable provisions of competent jurisdiction; provided that any right the Bankruptcy Code with regard to enforce the solicitation and distribution of securities pursuant to the Plan and, therefore, are not, and Confirmation Order is on account of such distributions shall not so released by this section; providedbe, further, however, that nothing in this section shall operate as a release, waiver, discharge or impairment liable at any time for the violation of any Cause applicable law, rule, or regulation governing the solicitation of Action related acceptances or rejections of the Plan or such distributions made pursuant to the non-occurrence Plan, including the issuance of the Merger Datesecurities thereunder. This exculpation shall be in addition to, and not in limitation of, all Causes of Action related to the non-occurrence of the Merger Date are preserved notwithstanding anything to the contrary in this sectionother 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 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 the foregoing, the releases set forth above do not release: (a) any 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) any Claim or Cause of Action against a Released Party (other than the Debtor and its 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 (other than the Debtor and its subsidiaries) or debt incurred by a Released Party (other than the Debtor and its subsidiaries); and (c) 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 Debtor), including, but not limited to, Claims and Causes of Action in connection with or arising out of the Shared Services Agreement, the Tax Sharing Agreement, and the Power Purchase Agreement (such claims and Causes of Action in this sectionsubpart (c), the “Unreleased Dynegy Claims”).

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.

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 Court’s approval, pursuant to Bankruptcy Rule 9019, of the Releases 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, further, shall constitute the Court’s finding that such releases are: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by such releases; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Releasing Parties asserting any claim or cause of action released pursuant to such 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 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 the 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 this sectionthird-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 this third party release is: (1) consensual; (2) essential to the confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good-faith settlement and compromise of the Claims released by the third-party release; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to this third party release.

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 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 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 and Released ABL Parties; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their 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, 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, 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 Seadrill Entities’ in- or out-of-court restructuring efforts, intercompany transactionstransactions between or among the Seadrill Consolidated Group or between the Seadrill Consolidated Group and the Non-Consolidated Entities, the Chapter 11 CaseCases, the formulation, preparation, dissemination, negotiation, filingor filing of the RSA, or consummation of the Disclosure Statement, the PlanInvestment Agreement, the Transaction Support AgreementPlan, 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 Investment Agreement, 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, 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, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.