Common use of Releases by the Debtors Clause in Contracts

Releases by the Debtors. As of the Effective Date, 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, on and after the Effective Date, the Released Parties are deemed released and discharged by the Debtors, the Reorganized Debtors and the Estates from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that the Debtors, the Reorganized Debtors, the Estates or their affiliates 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 Debtors, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, 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 any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Plan Support and Lock-Up Agreement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or related agreements, instruments or other documents, the solicitation of votes with respect to the Plan, upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date; except that nothing in this Section shall be construed to release any party or entity from intentional fraud or criminal conduct as determined by Final Order.

Releases by the Debtors. As Except as expressly set forth in the Plan or the Confirmation Order, effective as of the Plan Effective Date, and in consideration pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions and services of the Released Parties to facilitate in facilitating the expeditious reorganization of the Debtors and implement implementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party is hereby deemed conclusively, absolutely, unconditionally, irrevocably, finally, and forever released, waived, and discharged, to the Released Parties are deemed released fullest extent permissible under applicable Law, by each and discharged by all of the Debtors, and each of their respective current and former Affiliates, the Reorganized Debtors Debtors, and their estates, in each case on behalf of themselves and their respective successors, assigns, and representatives, including any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Estates Bankruptcy Code, 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 foregoing Entities, from any and all Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies remedies, and liabilities whatsoeverliabilities, whether known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereinafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims, asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity or otherwise, that any of the Debtors, the Reorganized Debtors, the Estates or their affiliates Estates that such Entity would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim or Cause of Action against, or Interest in, a Debtor or any other entityEntity, based on or relating toto (including the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable), or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 CasesReorganized Debtors or their estates (including the capital structure, management, ownership, or operation thereof), the purchase, sale sale, exchange, issuance, termination, repayment, extension, amendment, or rescission of the purchase any debt instrument or sale of any security Security of the Debtors or the Reorganized Debtors, the assertion or enforcement of rights and remedies against the Debtors, the Notes, the Indentures, the Prepetition LC Credit Agreement, 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 any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring of Claims and Interests before or during efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the negotiationDefinitive Documents, formulation or preparation the DIP TLC Facility, the DIP TLC Documents, the Plan (including the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the pursuit of Confirmation and Consummation, the administration and implementation of the Plan, any action or actions taken in furtherance of or consistent with the administration of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan Support and Lock-Up Agreement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or any other related agreements, instruments or other documentsagreement, the solicitation of votes with respect to on the Plan, or upon any other act act, or omission, transaction, agreement, event event, or other occurrence taking place on or before the Plan Effective Date; except that nothing Date related or relating to the foregoing. Notwithstanding anything to the contrary in this Section shall be construed to the foregoing, the releases set forth above do not release (a) any obligations arising on or after the Plan Effective Date of any party or entity from intentional fraud Entity under the Plan, any Restructuring Transaction, or criminal conduct any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan as determined set forth in the Plan; or (b) any retained Causes of Action. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by Final Orderreference each of the related provisions and definitions contained in this Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release; essential to the Confirmation of the Plan; and (g) an exercise of the Debtors’ business judgment.

Releases by the Debtors. As of the Effective Date, except for the rights that remain in effect from and in consideration for good after the Effective Date to enforce the Plan, the Definitive Documents, and valuable consideration, including the obligations contemplated by the Restructuring Transactions or as otherwise provided in any order of the Debtors under Bankruptcy Court or the Plan and the contributions of the Released Parties to facilitate and implement the PlanCanadian Court, on and after the Effective Date, the Released Parties are will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged discharged, by and on behalf of the Debtors, the Reorganized Debtors and the Estates Estates, in each case on behalf of itself and its respective successors, assigns, and representatives and any and all other Persons that may purport to assert any Cause of Action derivatively, by or through the foregoing Persons, from any and all Claims, obligations, rights, suits, damages, claims and Causes of Action, remedies and liabilities whatsoever, Action whatsoever (including any derivative claims, asserted or assertable on behalf of the DebtorsDebtors or the Estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, equity or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that the Debtors, the Reorganized DebtorsEstates, the Estates or their affiliates Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim or Interest or other entityPerson, based on or relating to, or in any manner arising from, in whole or in part, the DebtorsDebtors or the Estates, the Chapter 11 Cases, the Canadian Recognition Proceeding, the Restructuring Transactions, the purchase, sale sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in under the Plan, the business or contractual arrangements or interactions between any Debtor the Debtors and any Released Party, the restructuring of Claims and Interests any Claim or Interest before or during the Chapter 11 Cases, the negotiation, formulation formulation, preparation, or preparation consummation of the PlanRSA, the Restructuring Transactions, the Governance Documents, the DIP Facility, the DIP Orders, the Securitization Facilities Amendments, the Securitization Orders, the Canadian Recognition Order or other orders granted in the Canadian Recognition Proceeding, the Disclosure Statement, the Plan Support and Lock-Up AgreementSupplement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or Plan and related agreements, instruments or instruments, and other documents, the solicitation of votes with respect to the Plan, upon the Exit Facility Documents, the New Warrants, the CVR Agreement, and all other Definitive Documents, or any other act or omission, transaction, agreement, event event, or other occurrence taking place on or before the Effective Date; except that nothing Date related or relating to the foregoing (the “Debtor Releases”). Notwithstanding anything to the contrary in this Section the foregoing, the releases set forth in the preceding paragraph shall be construed to not release any party Released Party from any claim or entity Cause of Action arising from intentional fraud an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, criminal conduct as determined or gross negligence. For the avoidance of doubt, the “Debtor Releases” set forth above do not release (1) any post-Effective Date obligations of any Entity under this Plan or any document, instrument or agreement executed in connection with this Plan with respect to the Debtors, the Reorganized Debtors or the Estates; or (2) the Causes of Action set forth in the List of Retained Causes of Action. Entry of the Combined Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by Final Orderreference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (2) a good faith settlement and compromise of the Claims released by the Debtor Release; (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 Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. As of the Effective DateDate and subject to (i) the settlement set forth in Article IV.B of the Plan, as applicable, (ii) the Preserved Claims (other than the Preserved Tranche B-3 Claims), which shall not be included in this Release, and (iii) the completion of that certain investigation commenced by, and under the direction and authority of, the Audit Committee, except for the rights that remain in consideration for good effect from and valuable considerationafter the Effective Date to enforce the Plan, including the Definitive Documents, and the obligations contemplated by the Restructuring Transactions or as otherwise provided in any order of the Debtors under the Plan and the contributions of the Released Parties to facilitate and implement the PlanBankruptcy Court, on and after the Effective Date, the Released Parties are will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged discharged, by and on behalf of the Debtors, the Reorganized Debtors and the Estates Estates, in each case on behalf of itself and its respective successors, assigns, and representatives and any and all other Persons that may purport to assert any Cause of Action derivatively, by or through the foregoing Persons, from any and all Claims, obligations, rights, suits, damages, claims and Causes of Action, remedies and liabilities whatsoever, Action whatsoever (including any derivative claims, asserted or assertable on behalf of the DebtorsDebtors or the Estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, equity or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that the Debtors, the Reorganized DebtorsEstates, the Estates or their affiliates Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim or Interest or other entityPerson, based on or relating to, or in any manner arising from, in whole or in part, the DebtorsDebtors or the Estates, the Chapter 11 Cases, the Restructuring Transactions, the purchase, sale sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in under the PlanPlan (including the Preserved Tranche B-3 Claims), the business or contractual arrangements or interactions between any Debtor the Debtors and any Released Party, the restructuring of Claims and Interests any Claim or Interest before or during the Chapter 11 Cases, the negotiation, formulation formulation, preparation, or preparation consummation of the PlanRSA, the Restructuring Transactions, the Renegotiated RingCentral Contracts, the Governance Documents, the RO Backstop Agreement, the RO Documents, the DIP Facilities, the DIP Orders, the Disclosure Statement, the Plan Support and Lock-Up AgreementSupplement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or Plan and related agreements, instruments or instruments, and other documents, the solicitation of votes with respect to the Plan, the Exit Facilities Documents, the Governance Documents, and all other Definitive Documents, in all cases based upon any other act or omission, transaction, agreement, event event, or other occurrence taking place on or before the Effective Date; except that nothing . Notwithstanding anything to the contrary in this Section the foregoing, the releases set forth in the preceding paragraph shall be construed to not release any party Released Party (i) other than a Released Party that is a Reorganized Debtor, Debtor, or entity a director, officer, or employee of any Debtor as of the Petition Date, from intentional fraud any claim or criminal conduct as Cause of Action with respect to (a) the repurchase, redemption, or other satisfaction by any Company Party of HoldCo Convertible Notes previously held by such Released Party prior to the Petition Date or (b) the marketing, arrangement, syndication, issuance, or other action or inaction with respect to the incurrence of the B-3 Term Loans or the Secured Exchangeable Notes) or (ii) from any claim or Cause of Action arising from an act or omission that is determined by a Final OrderOrder to have constituted actual fraud, willful misconduct, or gross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release (including the release of the Preserved Tranche B-3 Claims), which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring and implementing the Plan; (2) a good faith settlement and compromise of the Claims released by the Debtor Release; (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 Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Debtors. As Effective as of the Effective Date, and in consideration for good and valuable consideration, including the obligations pursuant to section 1123(b) of the Debtors under Bankruptcy Code and to the Plan fullest extent permitted by applicable Law, each Released Party is conclusively, absolutely, unconditionally, irrevocably, and the contributions of the Released Parties to facilitate and implement the Plan, on and after the Effective Date, the Released Parties are deemed forever released and discharged by each and all of the Debtors, the Reorganized Debtors Debtors, the Post-Effective Date Debtors, and their Estates, in each case on behalf of themselves and their 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 Estates foregoing Entities, from any and all Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the DebtorsDebtors or their Estates, whether liquidated or unliquidated, fixed or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in Law, equity, contract, tort, or otherwise, whether arising under federal or state statutory or common law, equity or any other applicable international, foreign, or domestic Law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, that the Debtors, the Reorganized Debtors, the Post Effective Date Debtors, their Estates or their affiliates Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or other entityEntity, based on or relating toto (including the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable), or in any manner arising from, in whole or in part, the DebtorsDebtors (including the management, the Chapter 11 Casesownership, or operation thereof) or their Estates, the purchase, sale sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Prepackaged Plan, the business or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring of Claims and Interests before or during efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the negotiation, formulation formulation, preparation, or preparation consummation of the Plan, the Plan Restructuring Support and Lock-Up Agreement, the Investment AgreementRestructuring Transactions, the Exit Loan Agreement, Prepackaged Plan (including the DIP Loan Agreement, the Exit Revolver Agreement or related agreements, instruments or other documentsPlan Supplement), the solicitation of votes with respect on the Prepackaged Plan, the Disclosure Statement, the pursuit of Confirmation and Consummation, the Reorganization Transaction, the Sale Transaction, the DIP Facility, the DIP Documents, the administration and implementation of the Prepackaged Plan, including the issuance or distribution of Securities pursuant to the Prepackaged Plan, or the distribution of property under the Prepackaged Plan or any other related agreement, but not, for the avoidance of doubt, any legal opinion effective as of the Effective Date requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Prepackaged Plan, or upon any other act or act, omission, transaction, agreement, event event, or other occurrence taking place on or before the Effective Date; except that nothing . Notwithstanding anything to the contrary in this Section shall be construed to the foregoing, the releases set forth above do not release any obligations arising on or after the Effective Date of any party or entity from intentional fraud Entity under the Prepackaged Plan, any Restructuring Transaction, or criminal conduct any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Prepackaged Plan as determined set forth in the Prepackaged Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by Final Orderreference each of the related provisions and definitions contained in the Prepackaged Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Prepackaged Plan; (2) a good faith settlement and compromise of the Claims released by the Debtor Release; (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 Debtors, the Reorganized Debtors, the Post-Effective Date Debtors or the Debtors’ Estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release.

Releases by the Debtors. As Pursuant to section 1123(b) of the Effective DateBankruptcy Code, and except as otherwise specifically provided in consideration the Plan or the Plan Supplement, for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions service of the Released Parties to facilitate the expeditious reorganization of the Debtors and implement the implementation of the restructuring contemplated by the Plan, on and after the Effective Date, the Released Parties and the Debtors’ former officers and directors are deemed released hereby expressly, unconditionally, generally, and individually and collectively released, acquitted and discharged by the Debtors, the Reorganized Debtors Debtors, and the Estates their estates from any and all Claimsactions, claims, obligations, rights, suits, damages, Causes causes of Actionaction, remedies 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 or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter arising, in law, equity equity, or otherwise, in contract or tort, by statute or otherwise, that the Debtors, the Reorganized Debtors, the Estates their estates, or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim claim or Interest interest or other entityentity 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 Debtors, the Chapter 11 Cases, the CCAA Proceeding (as defined herein), the purchase, sale sale, or rescission of the Debtors’ restructuring, the purchase or sale of any security of the Debtors or the Reorganized Debtors, 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 any Debtor and any Released Party, the restructuring of Claims claims and Interests interests before or during the Chapter 11 Cases, the CCAA Proceeding, the negotiation, formulation formulation, or preparation of the PlanPlan and Disclosure Statement, the Plan Support and Lock-Up Agreement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or related agreements, instruments instruments, or other documents, the solicitation of votes with respect to the Plan, upon any other act or omission, transaction, agreement, event event, or other occurrence taking place place, in each case, on or before the Effective Confirmation Date; except that nothing in this Section shall be construed to release any party , other than claims or entity from intentional liabilities based on fraud or criminal conduct willful misconduct by a Released Party or a former officer or director of the Debtors, in each case as determined by Final Ordera final order of a court of competent jurisdiction.

Releases by the Debtors. As Effective as of the Effective Date, and in consideration for good and valuable consideration, including the obligations pursuant to section 1123(b) of the Debtors under Bankruptcy Code and to the Plan fullest extent permitted by applicable Law, each Released Party is conclusively, absolutely, unconditionally, irrevocably, and the contributions of the Released Parties to facilitate and implement the Plan, on and after the Effective Date, the Released Parties are deemed forever released and discharged by each and all of the Debtors, the Reorganized Debtors Debtors, the Post-Effective Date Debtors, and their Estates, in each case on behalf of themselves and their 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 Estates foregoing Entities, from any and all Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies remedies, and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of any of the DebtorsDebtors or their Estates, whether liquidated or unliquidated, fixed or contingent, known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in Law, equity, contract, tort, or otherwise, whether arising under federal or state statutory or common law, equity or any other applicable international, foreign, or domestic Law rule, statute, regulation, treaty, right, duty, requirement, or otherwise, that the Debtors, the Reorganized Debtors, the Post Effective Date Debtors, their Estates or their affiliates Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder Holder of any Claim against, or Interest in, a Debtor or other entityEntity, based on or relating toto (including the formulation, preparation, dissemination, negotiation, entry into, or filing of, as applicable), or in any manner arising from, in whole or in part, the DebtorsDebtors (including the management, the Chapter 11 Casesownership, or operation thereof) or their Estates, the purchase, sale sale, or rescission of the purchase or sale of any security Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Prepackaged Plan, the business or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring of Claims and Interests before or during efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the negotiation, formulation formulation, preparation, or preparation consummation of the Plan, the Plan Restructuring Support and Lock-Up Agreement, the Investment AgreementRestructuring Transactions, the Exit Loan Agreement, Prepackaged Plan (including the DIP Loan Agreement, the Exit Revolver Agreement or related agreements, instruments or other documentsPlan Supplement), the solicitation of votes with respect on the Prepackaged Plan, the Disclosure Statement, the pursuit of Confirmation and Consummation, the Reorganization Transaction, the Sale Transaction, the DIP Facility, the DIP Documents, the administration and implementation of the Prepackaged Plan, including the issuance or distribution of Securities pursuant to the Prepackaged Plan, or the distribution of property under the Prepackaged Plan or any other related agreement, but not, for the avoidance of doubt, any legal opinion effective as of the Effective Date requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Prepackaged Plan, or upon any other act or act, omission, transaction, agreement, event event, or other occurrence taking place on or before the Effective Date; except that nothing . Notwithstanding anything to the contrary in this Section shall be construed to the foregoing, the releases set forth above do not release any obligations arising on or after the Effective Date of any party or entity from intentional fraud Entity under the Prepackaged Plan, any Restructuring Transaction, or criminal conduct any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Prepackaged Plan as determined set forth in the Prepackaged Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by Final Orderreference each of the related provisions and definitions contained in the Prepackaged Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties, including the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Prepackaged Plan; (2) a good faith settlement and compromise of the Claims released by the Debtor Release; (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 Debtors, the Reorganized Debtors, the Post-Effective Date Debtors or the Debtors’ Estates asserting any Claim or Cause of Action of any kind whatsoever released pursuant to the Debtor Release.

Releases by the Debtors. As Pursuant to section 1123(b) and any other applicable provisions of the Effective DateBankruptcy Code, and in consideration for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions consideration provided by each of the Released Parties to facilitate and implement Parties, the Planadequacy of which is hereby confirmed, on and after the Effective Date, the each Released Parties Party 49 and its respective assets and property are, and are deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by the Debtors, the Reorganized Debtors Debtors, and their Estates, in each case on behalf of themselves and their Related Parties, and any and all other Entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the Estates foregoing Entities, from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, including any derivative claims, claims asserted or assertable on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity equity, contract, tort, or otherwise, that the Debtors, the Reorganized Debtors, the Estates or their affiliates Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim claim or Interest Cause of Action against, or interest in, a Debtor or other entityEntity (or that any holder of any claim, interest, or Cause of Action 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 Debtors’ capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in‑ or out‑of‑court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor, the Chapter 11 Cases, the purchaseformulation, sale preparation, dissemination, negotiation, execution, or rescission filing of the purchase Plan Support Agreement, the Exit RBL/Term Loan A Facility, the Exit RBL/Term Loan A Facility Documentation, the Exit Term Loan B Facility, the Exit Term Loan B Facility Documentation, the New Preferred Equity Documentation, the DIP Facility, the DIP Credit Agreement, the DIP Loan Documents, the Credit Agreement, the Credit Agreement Documentation, the Revolving Credit Facility, the Term Loan, the Senior Notes Indenture, the Senior Notes, the Disclosure Statement, the Plan (including, for the avoidance of doubt, the Plan Supplement), or sale of any security Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into before or during the Chapter 11 Cases, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Debtors Bankruptcy Code or the Reorganized Debtorsother applicable law, the subject matter ofChapter 11 Cases (including the filing thereof), 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 (including the New Preferred Stock and the New Common Stock), or the transactions distribution of property under the Plan or events giving rise to, any Claim or Interest that is treated in the Planother related agreement, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Plan Support and Lock-Up Agreement, the Investment Agreement, the Exit Loan Agreement, the DIP Loan Agreement, the Exit Revolver Agreement or related agreements, instruments or other documents, the solicitation of votes with respect to the Plan, upon any other act or omission, transaction, agreement, event event, or other occurrence taking place on or before the Effective Date; except that nothing Date related or relating to any of the foregoing. Notwithstanding anything to the contrary in this Section shall be construed to the foregoing, the releases set forth above do not release any post‑Effective Date obligations of any party or entity from intentional fraud Entity under the Plan, the Plan Support Agreement, any Restructuring Transaction, or criminal conduct as determined any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including the Exit RBL/Term Loan A Facility Documentation and the Exit Term Loan B Facility Documentation. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described in this Article VIII.C by Final Orderthe Debtors, the Reorganized Debtors, and their Estates, which includes by reference each of the related provisions and definitions contained in this Plan, and further, shall constitute its finding that each release described in this Article VIII.C is: (1) in exchange for the good and valuable 50 consideration provided by the Released Parties, a good faith settlement and compromise of such Causes of Action; (2) in the best interest of the Debtors, the Reorganized Debtors, and their Estates and all holders of Interests and Causes of Action; (3) fair, equitable, and reasonable; (4) given and made after due notice and opportunity for hearing; and (5) subject to the terms and provisions herein, a bar to the Debtors, the Reorganized Debtors, and their Estates asserting any Cause of Action, or liability related thereto, of any kind whatsoever, against any of the Released Parties or their assets and property.