Common use of Releases by the Releasing Parties Clause in Contracts

Releases by the Releasing Parties. Effective as of the Second Supplemental Effective Date, by accepting the benefits of this Indenture and by its tender of its Notes as contemplated by the Statement, each of the Releasing Parties hereby agrees to conclusively, absolutely, unconditionally, irrevocably, and forever fully release, remise, and discharge each of the Released Parties (and each such Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties from any and all Claims and Causes of Action, including any derivative claims asserted on behalf of any of the Company Parties or the Releasing Parties, that the Trustee (solely in respect of, and on behalf of, such Releasing Parties) or any of the Releasing Parties 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 Equity Security in, a Company Party or other Person, based on or relating to, or in any manner arising from, in whole or in part, (i) the MyTheresa Designation, (ii) the MyTheresa Distribution, (iii) the Xxxxx Transaction, (iv) the formulation, preparation, dissemination, negotiation, or filing of the Transaction Support Agreement, the Definitive Documents, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummation, the administration or implementation of any of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith (collectively, any Claim, Cause of Action, or any other debt, obligation, right, suit, damage, judgment, action, remedy, or liability which is released by such Releasing Party in clauses (i) through (v), the “Released Claims” and each a “Released Claim”). Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall release, remise or discharge (1) any obligation of any Person under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or (2) with respect to the items in clauses (iv) and (v) of this Section 11.19(a), any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release set forth in this Section 11.19 is hereby granted by or on behalf of each of the Releasing Parties solely in its capacity as a Holder of the Notes that it holds, and on behalf of its Related Parties, only to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this Indenture.

Releases by the Releasing Parties. Effective as of the Second Supplemental Effective Date, by accepting to the benefits of this Indenture and by its tender of its Notes as contemplated by the Statementfullest extent permissible under applicable Law, each Releasing Party, in each case on behalf of the itself and its respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Claim, Cause of Action, directly or derivatively, by, through, for, or because of a Releasing Parties hereby agrees Party, is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever fully releasereleased and discharged each Debtor, remiseReorganized Debtor, Post-Effective Date Debtor, and discharge each of the Released Parties (and each such other Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties from any and all Claims and claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, known or unknown, foreseen or unforeseen, existing or hereafter arising, in Law, equity, contract, tort, or otherwise, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic Law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, including any derivative claims claims, asserted or assertable on behalf of any of the Company Parties Debtors, their Estates or the Releasing Partiestheir Affiliates, that the Trustee (solely in respect ofheirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and on behalf of, such Releasing Parties) any other Persons claiming under or any of the Releasing Parties through them 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 Equity Security in, a Company Party or other Person), 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 (iincluding the management, ownership or operation thereof) or their Estates, the MyTheresa Designationpurchase, (ii) sale, or rescission of the MyTheresa Distributionpurchase or sale of any Security of the Debtors, (iii) the Xxxxx TransactionReorganized Debtors, (iv) or the Post-Effective Date 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 efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the negotiation, formulation, preparation, dissemination, negotiation, or filing consummation of the Transaction Restructuring Support Agreement, the Definitive DocumentsRestructuring Transactions, any Recapitalization Transactionthe Prepackaged Plan (including the Plan Supplement), or any contractthe solicitation of votes on the Prepackaged Plan, instrumentthe Disclosure Statement, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummationConfirmation and Consummation, the Reorganization Transaction, the Sale Transaction, the DIP Facility, the DIP Documents,] the administration or and implementation of any of the Recapitalization TransactionsPrepackaged Plan, including the issuance or distribution of securities in connection therewith (collectivelySecurities pursuant to the Prepackaged Plan, any Claim, Cause or the distribution of Action, property under the Prepackaged Plan or any other debt, obligation, right, suit, damage, judgment, action, remedyrelated agreement, or liability which is released by such Releasing Party in clauses (i) through (v)upon any other act, omission, transaction, agreement, event, or other occurrence taking place on or before the “Released Claims” and each a “Released Claim”)Effective Date. Notwithstanding anything to the contrary in the foregoing, nothing the releases set forth above do not release any obligations arising on or after the Effective Date of any party or Entity under the Prepackaged Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Prepackaged Plan as 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 Third-Party Release, which includes by reference each of the related provisions and definitions contained herein in the Prepackaged Plan, and, further, shall release, remise or discharge constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) any obligation of any Person under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or consensual; (2) with respect essential to the items confirmation of the Prepackaged Plan; (3) given in clauses 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; (iv4) 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 (v) 8) a bar to any of this Section 11.19(a), the Releasing Parties asserting any Claim claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything kind whatsoever released pursuant to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the aboveThird-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release set forth in this Section 11.19 is hereby granted by or on behalf of each of the Releasing Parties solely in its capacity as a Holder of the Notes that it holds, and on behalf of its Related Parties, only to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this IndentureParty Release.

Releases by the Releasing Parties. Effective as Notwithstanding anything contained in this Plan to the contrary, pursuant to section 1123(b) of the Second Supplemental Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, on and after the Effective Date, by accepting the benefits of this Indenture and by its tender of its Notes as contemplated by the Statement, each of the Releasing Parties Released Party is hereby agrees to conclusively, absolutely, unconditionally, irrevocably, and forever fully release, remise, and discharge each of the Released Parties (and each such Released Party shall be deemed forever released, remised, released and discharged by or on behalf each and all of the Releasing Parties) , in each case on behalf of themselves and their respective assets successors, assigns, and properties representatives, 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 foregoing Entities, from any and all Claims and Causes of Action, Action whatsoever (including any derivative claims Claims, asserted or assertable on behalf of any of the Company Parties Debtors, the Reorganized Debtors, and their Estates), whether liquidated or the Releasing Partiesunliquidated, fixed, or contingent, matured, or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or herein after arising, whether in Law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common Law, or any other applicable international, foreign, or domestic Law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, that the Trustee (solely in respect ofsuch Holders or their Estates, Affiliates, heirs, executory, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and on behalf of, such Releasing Parties) any other Persons claiming in under or any of the Releasing Parties through them would have 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 Equity Security Interest in, a Company Party or other Personthe Debtors, the Reorganized Debtors, and their Estates, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, and their Estates (i) including the MyTheresa Designationmanagement, (ii) ownership, or operation thereof), the MyTheresa Distributionpurchase, (iii) sale, or rescission of any Security of the Xxxxx TransactionDebtors, (iv) the Reorganized Debtors, and their Estates, the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in this Plan, the business or contractual arrangements between any Debtor and any Released Party, any Securities issued by the Debtors and the ownership thereof, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 Cases, any related adversary proceedings, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Transaction Support AgreementRSA, the Definitive Documents, or any Recapitalization Restructuring Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummation, the administration or implementation of any of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith (collectively, any Claim, Cause of Action, or any other debt, obligation, right, suit, damage, judgment, action, remedy, or liability which is released by such Releasing Party in clauses (i) through (v), the “Released Claims” and each a “Released Claim”). Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall release, remise or discharge (1) any obligation of any Person under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or (2) with respect to the items in clauses (iv) and (v) of this Section 11.19(a), any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or RSA, the Definitive Documents, and (y) the Series A Units, Series A-1 Units, the Series B Units, the Class C Units, the DIP Facility, or the filing of the Chapter 11 Cases, the pursuit of consummationConfirmation, the pursuit of Consummation, the administration and implementation of the Recapitalization Transactionsthis Plan, including the issuance or distribution of securities Securities pursuant to this Plan, or the distribution of property under this Plan or any other related agreement, or upon any other act, or omission, transaction, agreement, event, or other occurrence taking place on or before, in connection therewith. For respect of the avoidance foregoing clause the Effective Date; provided, however, that notwithstanding anything herein to the contrary, nothing in this Plan shall affect, limit, or release in any way any performance obligations of doubtany party or Entity under this Plan or any document, the release instrument, or agreement (including those set forth in the Plan Supplement) executed to implement this Section 11.19 is hereby granted Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained in this Plan, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (i) consensual; (ii) essential to the Confirmation; (iii) given 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 this Plan; (iv) a good faith settlement and compromise of the Claims or on behalf Causes of each Action released by the Third-Party Release; (v) in the best interests of the Debtors and their Estates; (vi) fair, equitable, and reasonable; (vii) given and made after due notice and opportunity for hearing; and (viii) a bar to any of the Releasing Parties solely in its capacity as a Holder asserting any Claim or Cause of the Notes that it holds, and on behalf of its Related Parties, only Action released pursuant to the extent that a Holder, acting Third-Party Release.]3 3 The release and injunction provisions in its capacity as a Holder, has the authority Plan remain subject to bind such Related Party, in each case, in accordance with ongoing review by the terms and conditions set forth in this IndentureDebtors’ special committee of disinterested directors.

Releases by the Releasing Parties. Effective as of the Second Supplemental Effective Date, For good and valuable consideration provided by accepting the benefits of this Indenture and by its tender of its Notes as contemplated by the Statement, each of the Releasing Parties Released Parties, the adequacy and sufficiency of which is hereby agrees confirmed, from and after the Effective Time, subject to conclusivelyclause (b) below, absolutely, unconditionally, irrevocably, and forever fully release, remise, and discharge each of the Released Parties (and each such Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties shall be deemed unconditionally, irrevocably and forever released and discharged by each and all of the Releasing Parties from any and all Claims and Causes of Action, including Action that any derivative claims asserted on behalf of any of the Company Parties or the Releasing Parties, that the Trustee (solely in respect of, and on behalf of, such Releasing Parties) or any of the Releasing Parties Party would have been legally entitled to assert in their its own right (whether individually or collectively) or by, through or on behalf of the holder of any Claim againstclaim or ownership interest in a Releasing Party, or Equity Security inthat any holder of any claim or ownership interest in such Releasing Party could have asserted by, a Company Party through or other Personon behalf of such Releasing Party, based on or relating to, or in any manner arising from, in whole or in part, : (i) the MyTheresa DesignationTransaction, and the Company’s recapitalization efforts, restructuring efforts, or other action or service (including service on the board of directors of the Company) associated or related thereto; (ii) the MyTheresa Distribution, Credit Agreement or the other Loan Documents; or (iii) the Xxxxx Transactionany other act or omission, (iv) the formulationtransaction, preparationagreement, dissemination, negotiationevent, or filing of other occurrence relating to the Transaction Support Company and taking place at or before the Effective Time, in each case, relating to the Credit Agreement, the Definitive other Loan Documents, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummation, the administration or implementation of and/or any of the Recapitalization TransactionsObligations (the foregoing, including the issuance or distribution of securities in connection therewith (collectively, any Claim, Cause of Action, or any other debt, obligation, right, suit, damage, judgment, action, remedy, or liability which is released by such Releasing Party in clauses (i) through (v), the “Released Restructuring Claims” and each a “Released Claim”). Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall release, remise or discharge (1) any obligation of any Person under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or (2) with respect to the items in clauses (iv) and (v) of this Section 11.19(a), any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence to assert or prosecute, or assist or otherwise aid any other Person in the commencement assertion or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything Restructuring Claims being released pursuant to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to clause (or is intended toa) limit against any of the Releasing Released Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release set forth in this Section 11.19 is hereby granted by or on behalf of each of the Releasing Parties solely in its capacity as a Holder of the Notes that it holds, and on behalf of its Related Parties, only to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this Indenture.

Releases by the Releasing Parties. Effective Except as of otherwise expressly set forth in this Plan or the Second Supplemental Confirmation Order, on and after the Effective Date, by accepting in exchange for good and valuable consideration, the benefits adequacy of this Indenture which is hereby confirmed, pursuant to section 1123(b) of the Bankruptcy Code, on and by its tender of its Notes as contemplated by after the StatementEffective Date, each of the Releasing Parties Released Party is, and is deemed to be, hereby agrees to conclusively, absolutely, unconditionally, irrevocably, and forever fully release, remise, and discharge each of the Released Parties (and each such Released Party shall be deemed forever released, remised, released and discharged by each Releasing Party (including any successor trustee or other representative in the Chapter 11 Cases any successor cases), 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 owned by the Releasing Parties, director or derivatively, by, through, for, or because of the foregoing Entities on behalf of the Releasing Parties) and their respective assets and properties , from any and all direct or derivative Claims and Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims asserted or assertable on behalf of any of the Company Parties or the Releasing Debtors and their respective Affiliates and Related Parties, that the Trustee (solely in respect of, and on behalf of, any such Releasing Parties) or any of the Releasing Parties Entity would have been legally entitled to assert in their its own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Equity Security Interest in, a Company Releasing Party or other PersonEntity, or that any holder of any Claim against, or Interest in, a Releasing Party or other Entity could have asserted on behalf of the Releasing Party, based on or relating to, or in any manner arising from, in whole or in part, the Debtors and their respective Affiliates and Related Parties (i) including the MyTheresa Designationmanagement, ownership, or operation thereof), the purchase, sale, or rescission of any Security of such Entities or Reorganized FEAM, 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 or among any Debtor and any Released Party, the ownership and/or operation of the Debtors by any Released Party or the distribution or transfer of any Cash or other property of the Debtors to any Released Party, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions, the Restructuring Support Agreement and all exhibits thereto, the Plan (ii) including, for the MyTheresa Distributionavoidance of doubt, (iii) the Xxxxx Plan Supplement), the Chapter 11 Cases, the Definitive Documents, the Transaction Documents, the DIP Facility Documents, or any Restructuring Transaction, contract, instrument, release, transaction or other agreement or document (ivincluding any legal opinion requested by any Entity regarding any transaction, contract, instrument, document or other agreement contemplated by the Plan or in 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 and all exhibits thereto, the Definitive Documents, the Transaction Documents, the Plan (including, for the avoidance of doubt, the Plan Supplement), the DIP Facility Documents, the filing of the Chapter 11 Cases and any successor cases, 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 Restructuring Transactions and/or the Plan, or the distribution of property under the Restructuring Transactions and/or the Plan or any other related agreement, and the formulation, preparation, dissemination, negotiation, or filing of the Transaction Support Agreement, the Definitive Documents, any Recapitalization Transactionthereof, or upon any contractother act, instrumentor omission, releasetransaction, agreement, event, or other agreement occurrence taking place on or document created before the Effective Date related or entered into in connection with or pursuant relating to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummation, the administration or implementation of any of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith (collectively, any Claim, Cause of Action, or any other debt, obligation, right, suit, damage, judgment, action, remedy, or liability which is released by such Releasing Party in clauses (i) through (v), the “Released Claims” and each a “Released Claim”)foregoing. Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall the releases set forth above do not release, remise or discharge : (1a) any obligation rights and remedies of any Person holder of a Claim solely against any Debtor or its Estate, arising in the ordinary course of business prior to the Petition Date, including an administrative expense claim under section 503(b) of the Bankrtupcy Code, to prosecute such Claim against the applicable Debtor and its Estate, and to defend any objection to such Claim; (b) any post‑Effective Date obligations of any party or Entity under the Definitive Documents Plan, the Confirmation Order, any Restructuring Transaction, or any Recapitalization Transaction document, instrument, or agreement (including those set forth in effect after the Second Supplemental Effective Date or (2Plan Supplement) with respect executed to implement the items in clauses (iv) and (v) of this Section 11.19(a)Plan, including any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud obligation arising under the Plan; or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence (c) any Claims or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole under the DIP Orders or in part, (x) the formulation, preparation, dissemination, negotiation, or filing DIP Facility Documents. Entry of the IndentureConfirmation Order shall constitute the Bankruptcy Court’s approval, the Transaction Support Agreementpursuant to Bankruptcy Rule 9019, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization TransactionsThird-Party Release, including the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release set forth in this Section 11.19 is hereby granted which includes by or on behalf of reference each of the Releasing Parties solely in its capacity as a Holder of related provisions and definitions contained herein, and, further, shall constitute the Notes Bankruptcy Court’s finding that it holds, and on behalf of its Related Parties, only to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this Indenture.the

Releases by the Releasing Parties. Effective as of the Second Supplemental Effective Date, by accepting to the benefits of this Indenture and by its tender of its Notes as contemplated by the Statementfullest extent permissible under applicable Law, each Releasing Party, in each case on behalf of the itself and its respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Claim, Cause of Action, directly or derivatively, by, through, for, or because of a Releasing Parties hereby agrees Party, is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever fully releasereleased and discharged each Debtor, remiseReorganized Debtor, Post-Effective Date Debtor, and discharge each of the Released Parties (and each such other Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties from any and all Claims and claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, known or unknown, foreseen or unforeseen, existing or hereafter arising, in Law, equity, contract, tort, or otherwise, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic Law, rule, statute, regulation, treaty, right, duty, requirement, or otherwise, including any derivative claims claims, asserted or assertable on behalf of any of the Company Parties Debtors, their Estates or the Releasing Partiestheir Affiliates, that the Trustee (solely in respect ofheirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and on behalf of, such Releasing Parties) any other Persons claiming under or any of the Releasing Parties through them 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 Equity Security in, a Company Party or other Person), 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 (iincluding the management, ownership or operation thereof) or their Estates, the MyTheresa Designationpurchase, (ii) sale, or rescission of the MyTheresa Distributionpurchase or sale of any Security of the Debtors, (iii) the Xxxxx TransactionReorganized Debtors, (iv) or the Post-Effective Date 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 efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the negotiation, formulation, preparation, dissemination, negotiation, or filing consummation of the Transaction Restructuring Support Agreement, the Definitive DocumentsRestructuring Transactions, any Recapitalization Transactionthe Prepackaged Plan (including the Plan Supplement), or any contractthe solicitation of votes on the Prepackaged Plan, instrumentthe Disclosure Statement, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive Documents, or (v) the pursuit of consummationConfirmation and Consummation, the Reorganization Transaction, the Sale Transaction, the DIP Facility, the DIP Documents, the administration or and implementation of any of the Recapitalization TransactionsPrepackaged Plan, including the issuance or distribution of securities in connection therewith (collectivelySecurities pursuant to the Prepackaged Plan, any Claim, Cause or the distribution of Action, property under the Prepackaged Plan or any other debt, obligation, right, suit, damage, judgment, action, remedyrelated agreement, or liability which is released by such Releasing Party in clauses (i) through (v)upon any other act, omission, transaction, agreement, event, or other occurrence taking place on or before the “Released Claims” and each a “Released Claim”)Effective Date. Notwithstanding anything to the contrary in the foregoing, nothing the releases set forth above do not release any obligations arising on or after the Effective Date of any party or Entity under the Prepackaged Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Prepackaged Plan as 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 Third-Party Release, which includes by reference each of the related provisions and definitions contained herein in this Prepackaged Plan, and, further, shall release, remise or discharge constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) any obligation of any Person under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or consensual; (2) with respect essential to the items confirmation of the Prepackaged Plan; (3) given in clauses 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; (iv4) 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 (v) 8) a bar to any of this Section 11.19(a), the Releasing Parties asserting any Claim claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything kind whatsoever released pursuant to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the aboveThird-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Transaction, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Transaction Support Agreement or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization Transactions, including the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release set forth in this Section 11.19 is hereby granted by or on behalf of each of the Releasing Parties solely in its capacity as a Holder of the Notes that it holds, and on behalf of its Related Parties, only to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this IndentureParty Release.

Releases by the Releasing Parties. Effective Notwithstanding anything contained in the Plan to the contrary, as of the Second Supplemental Effective Date, by accepting the benefits of this Indenture each Releasing Party is deemed to have released and by its tender of its Notes as contemplated by the Statementdischarged each Debtor, each of the Releasing Parties hereby agrees to conclusively, absolutely, unconditionally, irrevocablyReorganized Debtor, and forever fully release, remise, and discharge each of the Released Parties (and each such Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties from any and all Claims claims and Causes of Action, whether known or unknown, including any derivative claims claims, asserted on behalf of any of the Company Parties Debtors, the Reorganized Debtors, or the Releasing Parties, their Estates (as applicable) that the Trustee (solely in respect of, and on behalf of, such Releasing Parties) or any of the Releasing Parties 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 Equity Security in, a Company Party or other Person), based on or relating to, to or in any manner arising from, in whole or in part, the Debtors (i) including the MyTheresa Designationmanagement, ownership, or operation thereof), any Securities issued by the Debtors and the ownership thereof, the Debtors’ in or out of court restructuring efforts, any Avoidance Actions (ii) but excluding Avoidance Actions brought as counterclaims or defenses to Claims asserted against the MyTheresa DistributionDebtors), (iii) the Xxxxx TransactionRBL Facility, (iv) any intercompany transactions, the Chapter 11 Cases, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the Transaction Restructuring Support Agreement, the Definitive DocumentsDisclosure Statement, any Recapitalization Transactionthe DIP Facility, the Plan, the Plan Supplement, the Exit Facility, or any Restructuring Transaction, contract, instrument, release, 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) created or entered into in connection with or pursuant to the Transaction Restructuring Support Agreement or Agreement, the Definitive DocumentsDisclosure Statement, or (v) the DIP Facility, the Exit Facility, the Rights Offering, the Backstop Commitment Agreement, the Plan, the filing of the Chapter 11 Cases, the pursuit of consummationConfirmation, the pursuit of Consummation, the administration or and implementation of any of the Recapitalization TransactionsPlan, including the issuance or distribution of securities in connection therewith (collectivelySecurities pursuant to the Plan, any Claim, Cause or the distribution of Action, property under the Plan or any other debt, obligation, right, suit, damage, judgment, action, remedyrelated agreement, or liability which is released by such Releasing Party in clauses (i) through (v)upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the “Released Claims” and each a “Released Claim”)Effective Date. Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall the releases set forth above do not release, remise or discharge : (1i) any obligation post-Effective Date obligations of any Person party or Entity under the Definitive Documents or any Recapitalization Transaction in effect after Plan, the Second Supplemental Effective Date or (2) with respect to the items in clauses (iv) and (v) of this Section 11.19(a)Confirmation Order, any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwiseRestructuring Transaction, any Released Claims. Notwithstanding anything to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization TransactionDocument, or any contractother document, instrument, release, or other agreement or document created or entered into (including those set forth in connection with the Transaction Support Agreement Plan Supplement) executed to implement the Plan or the Definitive Documents, and (y) the pursuit of consummation, the administration and implementation of the Recapitalization Restructuring Transactions, including the issuance or distribution Exit RBL/Term Loan A Facility Documentation and the Exit Term Loan B Facility Documentation; (ii) the rights of securities in connection therewithany Holder of Allowed Claims to receive distributions under the Plan. For the avoidance of doubt, the release set forth nothing in this Section 11.19 is hereby granted Plan shall be deemed to be, or construed as, a release, waiver, discharge, or other limitation or modification of any of the RBL/DIP Preserved Rights. 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 in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the third-party release is: (a) consensual; (b) essential to the Confirmation; (c) given 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; (d) a good faith settlement and compromise of the claims or on behalf Causes of each Action 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 solely in its capacity as a Holder asserting any claim or Cause of the Notes that it holds, and on behalf of its Related Parties, only Action released pursuant to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this Indenturethird-party release.

Releases by the Releasing Parties. Effective as of the Second Supplemental Plan Effective Date, by accepting except as expressly set forth in the benefits Plan or the Confirmation Order, in exchange for good and valuable consideration, including the obligations of this Indenture the Debtors under the Plan and by its tender the contributions and services of its Notes as the Released Parties in facilitating the expeditious reorganization of the Debtors and implementation of the restructuring contemplated by the StatementPlan, pursuant to section 1123(b) of the Bankruptcy Code, in each case except for Claims arising under, or preserved by, the Plan, to the fullest extent permissible under applicable Law, each Releasing Party (other than the Debtors or the Reorganized Debtors), in each case on behalf of the itself and its respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Claim, Cause of Action, directly or derivatively, by, through, for, or because of a Releasing Parties hereby agrees Party, is deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever fully releasereleased and discharged, remiseto the fullest extent permissible under applicable Law, each Debtor, Reorganized Debtor, and discharge each of the Released Parties (and each such other Released Party shall be deemed forever released, remised, and discharged by or on behalf of the Releasing Parties) and their respective assets and properties from any and all Claims and Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities, 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 claims, asserted or assertable on behalf of any of the Company Parties Debtors, the Reorganized Debtors, or the Releasing Parties, their Estates that the Trustee (solely in respect of, and on behalf of, such Releasing Parties) or any of the Releasing Parties 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 Equity Security in, a Company Party or other Person), 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 Reorganized Debtors or their estates (i) including the MyTheresa Designationcapital structure, (ii) the MyTheresa Distributionmanagement, (iii) the Xxxxx Transaction, (iv) the formulation, preparation, dissemination, negotiationownership, or filing operation thereof), the purchase, sale, exchange, issuance, termination, repayment, extension, amendment, or rescission of any debt instrument or Security of the Transaction Support 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 efforts, the decision to file the Chapter 11 Cases, any intercompany transactions, the Chapter 11 Cases, the Definitive Documents, any Recapitalization Transactionthe DIP TLC Facility, or any contract, instrument, release, or other agreement or document created or entered into in connection with or pursuant to the Transaction Support Agreement or the Definitive DIP TLC Documents, or the Plan (v) including the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the pursuit of consummationConfirmation and Consummation, the administration or and implementation of the Plan, any action or actions taken in furtherance of or consistent with the administration of the Recapitalization TransactionsPlan, including the issuance or distribution of securities in connection therewith (collectivelySecurities pursuant to the Plan, any Claim, Cause or the distribution of Action, property under the Plan or any other debtrelated agreement, obligation, right, suit, damage, judgment, action, remedythe solicitation of votes on the Plan, or liability which is released by such Releasing Party in clauses (i) through (v)upon any other act, or omission, transaction, agreement, event, or other occurrence taking place on or before the “Released Claims” and each a “Released Claim”)Plan Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, nothing contained herein shall release, remise the releases set forth above do not release any obligations arising on or discharge (1) any obligation after the Plan Effective Date of any Person party or Entity under the Definitive Documents or any Recapitalization Transaction in effect after the Second Supplemental Effective Date or (2) with respect to the items in clauses (iv) and (v) of this Section 11.19(a)Plan, any Claim or Cause of Action that is determined by a final non-appealable judgment of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Releasing Party hereby further agrees and covenants not to, and shall not, commence or prosecute, or assist or otherwise aid any other Person in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims. Notwithstanding anything to the contrary in this Section 11.19(a), nothing in this Indenture shall or be deemed to (or is intended to) limit any of the Releasing Parties’ rights to assert or prosecute any affirmative defenses or otherwise raise any defense or take any action to defend itself or themselves, including any defense available under Bankruptcy Law, in connection with any Claim or Cause of Action (whether direct or indirect) brought by any Person relating to any of the above-referenced Claims and Causes of Action arising from, in whole or in part, (x) the formulation, preparation, dissemination, negotiation, or filing of the Indenture, the Transaction Support Agreement, the Definitive Documents, the Commitment Letter, any Recapitalization Restructuring Transaction, or any contractdocument, instrument, release, or other agreement or document created or entered into (including those set forth in connection with the Transaction Support Agreement or Plan Supplement) executed to implement the Definitive Documents, and (y) Plan as set forth in the pursuit of consummation, the administration and implementation Plan. Entry of the Recapitalization TransactionsConfirmation Order shall constitute the Bankruptcy Court’s approval, including pursuant to Bankruptcy Rule 9019, of the issuance or distribution of securities in connection therewith. For the avoidance of doubt, the release releases set forth in this Section 11.19 is hereby granted B, which includes by or on behalf reference each of each the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the releases set forth in this Section B 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, including, without limitation, the Released Parties’ contributions to facilitating the Restructuring Transactions and implementing the Plan; (d) a good faith settlement and compromise of the Claims released pursuant to this Section B; (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 solely in its capacity as a Holder asserting any claim or Cause of the Notes that it holds, and on behalf Action of its Related Parties, only any kind whatsoever released pursuant to the extent that a Holder, acting in its capacity as a Holder, has the authority to bind such Related Party, in each case, in accordance with the terms and conditions set forth in this Indenture.Section B.