Common use of Third-Party Release Clause in Contracts

Third-Party Release. Effective as of the Effective Date, each and all of the Releasing Parties (regardless of whether a Releasing Party is also a Released Party) conclusively, absolutely, unconditionally, irrevocably, and forever discharges and releases (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) each and all of the Released Parties and their respective property from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, any or all of the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the Restructuring Support Agreements, the purchase, sale, transfer, or rescission of the purchase, sale, or transfer of any debt, security, asset, right, or interest of any or all 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 or any alleged restructuring or reorganization of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Restructuring Documents, or related agreements, instruments, or other documents (including the Restructuring Support Agreements and, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged Transactions, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (2) any postpetition settlement agreements between any Released Party and a creditor of the Debtors or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred in the ordinary course by the Released Parties. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by the Third-Party 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 Releasing Parties asserting any claim or cause of action released pursuant to the Third-Party Release.

Third-Party Release. Effective Notwithstanding anything contained in the Plan to the contrary, effective as of the Effective Date, each Releasing Party, in each case on behalf of itself and its respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Cause of Action, directly or derivatively, by, through, for, or because of the Releasing Parties (regardless of whether a Releasing Party foregoing entities, is also a Released Party) conclusivelydeemed to have released and discharged each Debtor, absolutely, unconditionally, irrevocablyReorganized Debtor, and forever discharges and releases (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) each and all of the Released Parties and their respective property Party from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, whether in law, equity, equity or otherwise, including any derivative claims, asserted or assertable on behalf of any of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, any the Debtors (including the management, ownership, or all of the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the Restructuring Support Agreementsoperation thereof), the purchase, sale, transfer, or rescission of the purchase, sale, or transfer of any debt, security, asset, right, or interest of any or all 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 Debtors’ in- or out-of-court restructuring or any alleged restructuring or reorganization of Claims and Interests prior to or in efforts, intercompany transactions, the Cash Collateral Order, the RBL Credit Facility, the Senior Notes, the Chapter 11 Cases, the Restructuring Support Agreement, the formulation, preparation, dissemination, negotiation, formulationentry into, or preparation of the Restructuring Documentsfiling of, or related agreementsas applicable, instruments, or other documents (including the Restructuring Support Agreements andAgreement and related prepetition transactions, for any Definitive Document, the avoidance of doubtDisclosure Statement, providing the New Corporate Governance Documents, the Plan, the Rights Offering Documents, the Exit Facility, the Exit Facility Documents, the New Convertible Notes, the New Convertible Notes Indenture, the New Common Stock, the New Warrants, the New Warrants Agreements, or any legal opinion requested by any Entity regarding any transactionRestructuring Transaction, contract, instrument, documentrelease, or other agreement contemplated by or document created or entered into in connection with the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged TransactionsRestructuring Support Agreement, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoingDisclosure Statement, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (2) any postpetition settlement agreements between any Released Party and a creditor of the Debtors or the Estates (including, for the avoidance of doubtNew Corporate Governance Documents, the ▇▇▇▇▇▇ New Stockholders Agreement), or (3) any postpetition liabilities incurred in the ordinary course by Rights Offering, the Released Parties. Entry of Exit Facility, the Confirmation Order shall constitute New Convertible Notes, the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by the Third-Party 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 Releasing Parties asserting any claim or cause of action released pursuant to the Third-Party Release.New

Third-Party Release. Effective Except as of otherwise expressly set forth in this Plan or the Confirmation Orders, on and after the Effective Date, each pursuant to Bankruptcy Rule 9019 and all to the fullest extent permitted by applicable law and approved by the Bankruptcy Court, pursuant to section 1123(b) of the Releasing Parties (regardless Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of whether a Releasing which is hereby confirmed, each Released Party is also a Released Party) deemed to be, and hereby is conclusively, absolutely, unconditionally, irrevocably, finally, and forever discharges released and releases discharged by each Releasing Party (and in each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) each and all case on behalf of the Released Parties themselves and their respective property 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 foregoing Entities) from any and all claims, interests, obligations, rights, suits, damages, Claims and Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, Claims asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured, liquidated or unliquidated, fixed or contingent, accrued or unaccrued, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, otherwise that such Entity would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the Holder of any Claim or Cause of Action against, or Interest in, a Debtor based on or relating to, or in any manner arising from, in whole or in part, any or all of the Debtors, Debtors (including the Debtors’ restructuringcapital structure, the Chapter 11 Casesmanagement, the Restructuring Support Agreementsownership, assets, or operation thereof), the purchase, sale, transfer, or rescission of the purchase, sale, or transfer of any debt, security, asset, right, or interest of any or all security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim Claim, Cause of Action, or Interest that is treated in the this Plan, the business or contractual arrangements between any Debtor and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or any alleged restructuring among a Debtor or reorganization an Affiliate of Claims a Debtor and Interests prior to another Debtor or in an Affiliate of a Debtor, the Chapter 11 Cases, the Amended First Lien Credit Agreement, the formulation, preparation, dissemination, negotiation, formulation, or preparation Filing of the Restructuring DocumentsSupport Agreement, or related agreementsthe Picea Supply Agreement, instrumentsNew Picea Supply Agreement, or other documents the Disclosure Statement, this Plan (including the Restructuring Support Agreements andincluding, for the avoidance of doubt, providing the Plan Supplement), or any legal opinion requested by aspect of the Restructuring Transactions, including any Entity regarding any transaction, contract, instrument, documentrelease, or other agreement contemplated by or document created or entered into in connection with the Restructuring Support Agreement, the Picea Supply Agreement, New Picea Supply Agreement, the Disclosure Statement, this Plan, the Confirmation Order, the Chapter 11 Cases, the Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of this Plan, any action or actions taken in furtherance of or consistent with the administration of this Plan, including the issuance or distribution of Securities pursuant to this Plan, or the distribution of property under this Plan or the reliance by any Released Party on the Plan other related agreement, or the Confirmation Order in lieu of such legal opinion), upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of related or relating to each and all any of the Challenged Transactions, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (2) any postpetition settlement agreements between any Released Party and a creditor of the Debtors or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred in the ordinary course by the Released Parties. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Releaseterms by which matters are subject to a compromise and settlement, including the Debtor Releases in Article VIII.C, which includes by reference each of the related provisions and definitions contained hereinin this Plan, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release isReleases in this Article VIII.D are: (1) essential to Confirmation of this Plan; (2) 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 this Plan; (23) a good good-faith settlement and compromise of the claims Claims and Causes of Action released by the Third-Party ReleaseReleases in this Article VIII.D; (34) in the best interests of the Debtors and their Estates and all Holders of Claims and Interests; (45) fair, equitable equitable, and reasonable; (5) reasonably given and made after due notice and opportunity for a hearing; and (6) a bar to any of the Releasing Parties asserting any claim Claim or cause Cause of action Action released pursuant to the Third-Party Release.Releases in this Article VIII.D.

Third-Party Release. Effective as As of the Effective DateDate of the Plan, to the extent permitted by applicable law, each and all of the Releasing Parties (regardless of whether a Releasing Party is also a Released Party) conclusively, absolutelyshall be deemed to have expressly, unconditionally, irrevocably, generally, and forever discharges individually and releases (collectively, released, acquitted, and each Entity so discharged the Debtors, the Reorganized Debtors, and released shall be deemed discharged and released by the Releasing Parties) each and all of the Released Parties and their respective property from any and all claimsactions, interestsClaims, Interests, Liens, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights derivative Claims asserted or Claims that could possibly have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicablea Debtor, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, that such Entity would have been legally entitled to assert (whether individually or collectively)) ever had, now has, or hereafter can, shall, or may have, based on or relating to, or in any manner arising from, in whole or in part, any or all of the Debtors, the Debtors’ restructuring, the Chapter 11 Cases, the Restructuring Support Agreements, the purchase, sale, transfer, or rescission of the purchase, sale, purchase or transfer sale of any debt, security, asset, right, or interest of any or all 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 or any alleged restructuring or reorganization of Claims and Interests prior to before or in during the Chapter 11 Cases, the negotiation, formulation, solicitation, or preparation of the Plan, the Plan Supplement, the Disclosure Statement, the Restructuring DocumentsSupport Agreement, the Recapitalization Agreement, the Agreements to Tender, or related agreements, instruments, or other documents (including the Restructuring Support Agreements and, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, documentdocuments, 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), any other act or omission, transaction, agreement, event, or other occurrence relating to the Debtors taking place on or before the Effective Date relating to of the Debtors or the EstatesPlan, including, for the avoidance of doubt, all claims, Causes of Action, other than Claims or liabilities arising out of or relating to each and all any act or omission of the Challenged Transactionsa Released Party that constitutes willful misconduct, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrumentfraud, or agreement (including those set forth gross negligence, in the Plan Supplement) executed to implement the Planeach case, (2) any postpetition settlement agreements between any Released Party and as determined by Final Order of a creditor court of the Debtors or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred in the ordinary course by the Released Partiescompetent jurisdiction. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Third Party Release, which includes by reference each of the related provisions and definitions contained herein, and, and further, shall constitute the Bankruptcy Court’s finding that the Third-Third Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims Claims released by the Third-Party Releasethis Article VIII.E; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Releasing Parties Entity granting a Third Party Release from asserting any claim or cause Cause of action Action released pursuant to the Third-Third Party Release.

Third-Party Release. Effective Except as of otherwise expressly set forth in this Plan or the Confirmation Order, on and after the Effective Date, each pursuant to Bankruptcy Rule 9019 and all to the fullest extent permitted by applicable Law and approved by the Bankruptcy Court, pursuant to section 1123(b) of the Releasing Parties (regardless Bankruptcy Code, in exchange for good and valuable consideration, the adequacy of whether a Releasing which is hereby confirmed, each Released Party is, and is also a Released Party) deemed to be, and hereby is conclusively, absolutely, unconditionally, irrevocably, finally and forever discharges forever, released and releases (and discharged by each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) each and all of the Released Parties and their respective property Party from any and all claims, interests, obligations, rights, suits, damages, Claims and Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereinafter hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative Claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, any or all of the Debtors, Debtors (including the Debtors’ restructuringcapital structure, the Chapter 11 Casesmanagement, the Restructuring Support Agreementsownership, the purchase, sale, transferassets, or rescission operation thereof, including any draws under or any Claims or Causes of Action related to the purchase, sale, or transfer of any debt, security, asset, right, or interest of any or all of the Debtors or the Reorganized DebtorsRCF Credit Agreement), the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in Notwithstanding anything contained herein to the Plancontrary, the business or contractual arrangements between any Debtor and any Released Party, the restructuring or any alleged restructuring or reorganization of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Restructuring Documents, or related agreements, instruments, or other documents (including the Restructuring Support Agreements and, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged Transactions, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall foregoing release does not release (1a) any obligation or liability obligations of any party under the this Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement this Plan, including the Exit Facilities Documents, (b) any Claims related to any act or omission that is determined in a Final Order to have constituted willful misconduct, gross negligence, or actual fraud, solely to the extent as determined by a final order of a court of competent jurisdiction, (c) the rights of Holders of Allowed Claims or Interests to receive distributions under this Plan, (2d) the rights of any postpetition settlement agreements between any Released Party and a creditor current employee of the Debtors under any employment agreement or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement)plan, or (3e) the rights of the Debtors with respect to any postpetition liabilities incurred confidentiality provisions or covenants restricting competition in favor of the ordinary course by Debtors under any employment agreement with a current or former employee of the Released PartiesDebtors. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party ReleaseReleases, which includes by reference each of the related provisions and definitions contained hereinin this Plan, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release isReleases are: (1a) 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; (2b) a good good-faith settlement and compromise of the claims Claims released by the Third-Party ReleaseReleases; (3c) in the best interests interest of the Debtors and their Estates and all Holders of Claims and Interests; (4d) fair, equitable equitable, and reasonable; (5) reasonably given and made after due notice and opportunity for a hearing; and (6e) a bar to any of the Releasing Parties asserting any claim Claim or cause Cause of action Action released pursuant to the Third-Party ReleaseReleases.

Third-Party Release. Effective Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) and any other applicable provisions of the Bankruptcy Code, effective as of the Effective Date, to the fullest extent permitted by applicable law, for good and valuable consideration provided by each and all of the Released Parties, the adequacy and sufficiency of which is hereby confirmed, and without limiting or otherwise modifying the scope of the Debtor Release provided by the Debtor Releasing Parties (regardless above, each Non-Debtor Releasing Party, on behalf of whether a Releasing Party is also a Released Party) itself and any affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, Representatives, consultants, agents, and any other Persons that might seek to claim under or through them, will be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever discharges and releases provided a full release to each of the Released Parties (and each Entity such Released Party so discharged and released shall be deemed discharged and forever released by the Non-Debtor Releasing Parties) each and all of the Released Parties and their respective property assets and properties (the “Third-Party Release”) from any and all claims, interests, Causes of Action, and any other debts, obligations, rights, suits, damages, Causes of Actionactions, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicable, whether known or unknown, foreseen or unforeseen, matured or unmatured, whether directly or derivatively held, existing as of the Effective Date or hereinafter thereafter arising, in law, equity, at equity or otherwise, that such Entity would have been legally entitled to assert (whether individually for tort, contract, violations of federal or collectively)state statutory or common laws, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, based on or relating to, or in any manner arising from, in whole or in partpart upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date arising from or related in any way in whole or all in part to any of the Debtors, the Debtors’ restructuringincluding, without limitation, (i) the Chapter 11 Cases, the Disclosure Statement, this Plan, the Restructuring Support AgreementsAgreement, the purchase, sale, transferRestructuring Documents, or rescission of the purchase, sale, or transfer of any debt, security, asset, right, or interest of any or all of the Debtors or the Reorganized Debtors, Sale Process; (ii) the subject matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is treated in the this Plan, ; (iii) the business or contractual arrangements between any Debtor and any Released Party, the restructuring or any alleged restructuring or reorganization of Claims and Interests prior to or in the Chapter 11 Cases, Parties; (iv) the negotiation, formulation, formulation or preparation of the Restructuring Support Agreement, this Plan, the Disclosure Statement, the Plan Supplement, the Restructuring Documents, any Sale Transaction Documentation, or related any agreements, instruments, instruments or other documents related to any of the foregoing; (including v) the Restructuring Support Agreements andrestructuring of Claims or Equity Interests prior to or during the Chapter 11 Cases; (vi) the purchase, for the avoidance of doubt, providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, documentsale, or other agreement contemplated by rescission of the Plan purchase or the reliance by sale of any Released Party on the Plan or the Confirmation Order in lieu Equity Interest of such legal opinion), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the EstatesReorganized Debtors; and/or (vii) the Confirmation or consummation of this Plan or the solicitation of votes on this Plan that such Non-Debtor Releasing Party would have been legally entitled to assert (whether individually or collectively) against any of the Released Parties; provided, includinghowever, for that the avoidance foregoing provisions of doubtthis Third-Party Release shall not operate to waive or release: (i) any Causes of Action arising from willful misconduct, all actual fraud, or gross negligence of such applicable Released Party as determined by Final Order of the Bankruptcy Court or any other court of competent jurisdiction; and/or (ii) the rights of such Non-Debtor Releasing Party to enforce this Plan, any Sale Transaction Documentation and the contracts, instruments, releases, indentures, and other agreements or documents delivered under or in connection with this Plan or any Sale Transaction or assumed pursuant to this Plan or any Sale Transaction or Final Order of the Bankruptcy Court. The foregoing release shall be effective as of the Effective Date, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization or approval of any Person, and the Confirmation Order will permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged Transactions, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act). Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (2) any postpetition settlement agreements between any Released Party and a creditor of the Debtors or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred in the ordinary course by the Released Parties. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by the Third-Party 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 Releasing Parties asserting any claim or cause of action released pursuant to the this Third-Party Release.

Third-Party Release. Effective Except as otherwise specifically provided in the Plan, for good and valuable consideration, including the concessions made as set forth in the Definitive Documents, the service of the Released Parties in facilitating the expeditious reorganization of the Debtor and the implementation of the restructuring contemplated by the Plan, effective as of the Effective Date, each and all of the Releasing Parties (regardless of whether a Releasing Party is also a Released Party) conclusively, absolutely, unconditionally, irrevocably, and forever discharges and releases (and each Entity so discharged and released shall be deemed discharged to forever release, waive, and released by the Releasing Parties) each and all of discharge the Released Parties and their respective property from of any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, claims asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicablea Debtor, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereinafter hereafter arising, in law, at equity, or otherwise, whether for tort, contract, violations of federal or state securities laws or otherwise, including, those that such Entity any of the Debtor, the Reorganized Debtor, the Estate, 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, based on or relating to, or in any manner arising from, in whole or in part, any or all : (i) the Debtor; (ii) the Estate; (iii) the conduct of the Debtors, the Debtors’ restructuring, Debtor’s business; (iv) the Chapter 11 Cases, the Restructuring Support Agreements, the purchase, sale, transfer, or rescission of Case; (v) the purchase, sale, or transfer rescission or the purchase or sale of any debt, security, asset, right, or interest of any or all security of the Debtors Debtor or the Reorganized Debtors, Debtor; (vi) the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan; (vii) the Leucadia Credit Agreement, the FXCM LLC Agreement, and any of the agreements, documents, or transactions that in any way relate to such agreements; (viii) the business or contractual arrangements between any of the Debtor and any Released Party, ; (ix) the restructuring or any alleged restructuring or reorganization of Claims and Interests prior to or in the Chapter 11 Cases, Case; or (x) the negotiation, formulation, or preparation of the Restructuring Support Agreement, the Definitive Documents, or related agreements, instruments, instruments or other documents (including the Restructuring Support Agreements and, for the avoidance of doubt, providing documents; and resulting from 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), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged TransactionsPlan; provided, that, nothing in the Caesars Cases, and Plan shall limit the Prepetition CEC Guarantees liability of professionals to their clients pursuant to N.Y. Comp. Codes R. & Regs. tit. 22 § 1200.8 Rule 1.8(h)(1) (including but not limited to any claim under any Indenture or under the Trust Indenture Act2009). Notwithstanding anything contained herein to the contrary in the foregoingcontrary, the Third-Party Release shall foregoing release does not release (1) any obligation or liability post-Effective Date obligations of any party Person or Entity under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, (2) any postpetition settlement agreements between any Released Party and a creditor of the Debtors or the Estates (including, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred in the ordinary course by the Released Parties. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by the Third-Party 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 Releasing Parties asserting any claim or cause of action released pursuant to the Third-Party Release.

Third-Party Release. Effective Except as otherwise specifically provided in the Plan, for good and valuable consideration, including the concessions made as set forth in the Definitive Documents, the service of the Released Parties in facilitating the expeditious reorganization of the Debtor and the implementation of the restructuring contemplated by the Plan, effective as of the Effective Date, each and all of the Releasing Parties (regardless of whether a Releasing Party is also a Released Party) conclusively, absolutely, unconditionally, irrevocably, and forever discharges and releases (and each Entity so discharged and released shall be deemed discharged to forever release, waive, and released by the Releasing Parties) each and all of discharge the Released Parties and their respective property from of any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, claims asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicablea Debtor, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereinafter hereafter arising, in law, at equity, or otherwise, whether for tort, contract, violations of federal or state securities laws or otherwise, including, those that such Entity any of the Debtor, the Reorganized Debtor, the Estate, 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, based on or relating to, or in any manner arising from, in whole or in part, any or all : (i) the Debtor; (ii) the Estate; (iii) the conduct of the Debtors, the Debtors’ restructuring, Debtor’s business; (iv) the Chapter 11 Cases, the Restructuring Support Agreements, the purchase, sale, transfer, or rescission of Case; (v) the purchase, sale, or transfer rescission or the purchase or sale of any debt, security, asset, right, or interest of any or all security of the Debtors Debtor or the Reorganized Debtors, Debtor; (vi) the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan; (vii) the Leucadia Credit Agreement, the FXCM LLC Agreement, and any of the agreements, documents, or transactions that in any way relate to such agreements; (viii) the business or contractual arrangements between any of the Debtor and any Released Party, ; (ix) the restructuring or any alleged restructuring or reorganization of Claims and Interests prior to or in the Chapter 11 Cases, Case; or (x) the negotiation, formulation, or preparation of the Restructuring Support Agreement, the Definitive Documents, or related agreements, instruments, instruments or other documents (including the Restructuring Support Agreements and, for the avoidance of doubt, providing documents; and resulting from 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), any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all of the Challenged TransactionsPlan; provided, that, nothing in the Caesars Cases, and Plan shall limit the Prepetition CEC Guarantees liability of professionals to their clients pursuant to N.Y. Comp. Codes R. & Regs. tit. 22 § 1200.8 Rule 1.8(h)(1) (including but not limited to any claim under any Indenture or under the Trust Indenture Act2009). Notwithstanding anything in this Plan to the contrary in the foregoing, the Third-Party Release shall not release (1) any obligation or liability of any party under the Plan or any document, instrument, or agreement (including those and except as specifically set forth in the Definitive Documents, (a) nothing in the Plan Supplementshall affect or otherwise release, waive, or alter any rights and remedies of Leucadia under (i) executed the Leucadia Loan Documents, (ii) the Other Contractual Agreements, and (iii) the FXCM LLC Agreement, and (b) nothing shall bar any Claim or Cause of Action of an Accepting Noteholder against any D&O Releasee alleged prior to implement the Petition Date in the Securities Class Action but only to the extent such Claims or Causes of Action are covered by one or more of the D&O Liability Insurance Policies (such Claim or Cause of Action, the “Preserved Accepting Noteholder Claims”), it being understood that the Preserved Accepting Noteholder Claims shall not be released by any Noteholder, and the right of any Accepting Noteholder to participate in the Securities Class Action or receive a recovery from the proceeds of the D&O Liability Insurance Policies based on the Preserved Accepting Noteholder Claims shall not be affected by the release contained in this Article IX.G or any other provision of the Plan; provided, that the D&O Releasees shall have no personal liability related to the Preserved Accepting Noteholder Claims in excess of any liability that falls within the coverage and available policy limits of the D&O Liability Insurance Policies and is payable by such policies; provided further, that, it is expressly understood that (a) the Accepting Noteholders will not name the Debtor or Reorganized Debtor as a nominal party to the Securities Class Action based on the parties’ understanding and this Court’s determination that nothing in the Plan, (2) including this Article IX, shall in any postpetition settlement agreements between way affect, bar, modify, or release any Released Party and a creditor of the Debtors pending claims against the D&O Releasees in the Securities Class Action (including section 20a claims based on the primary or underlying liability of the Estates Debtor) whether or not the Debtor or Reorganized Debtor is a party to the Securities Class Action and (including, b) counsel for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement), or (3) any postpetition liabilities incurred D&O Releasees/Debtor and Reorganized Debtor has agreed to enter a stipulation to such effect in the ordinary course by the Released PartiesSecurities Class Action. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims released by the Third-Party ReleaseReleasing Parties; (3) in the best interests of the Debtors Debtor and all Holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Releasing Parties asserting any claim or cause of action Claim released pursuant to by the Third-Party ReleaseRelease against any of the Released Parties.

Third-Party Release. Effective Except as of otherwise provided in this Plan or the Confirmation Order to the contrary, on and after the Plan Effective Date, each in exchange for good and all valuable consideration, including the obligations of the Releasing Debtors under the Plan and the contributions and services of the Released Parties (regardless in facilitating the implementation of whether a Releasing the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, 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 permitted under applicable law, each Released Party is, and is also a Released Party) deemed to be, hereby conclusively, absolutely, unconditionally, irrevocablyirrevocably and forever, released and forever discharges and releases (and each Entity so discharged and released shall be deemed discharged and released by the Releasing Parties) each and all every Releasing Party, in each case on behalf of the Released Parties themselves and their respective property successors, assigns, and representatives, and any and all other Entities who may purport to assert any Claims 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, Claims and Causes of Action, remedies, and liabilities whatsoeverAction arising at any time prior to the Plan Effective Date, including with respect to any rights or Claims that could have been asserted against any or all of the Released Parties with respect to the Guaranty Avoidance Actions and Pledge Agreement (but only to the extent released in connection with the Bank Guaranty Settlement), the Upfront Payment, the RSA Forbearance Fees, any derivative claims, asserted or assertable on behalf of any or all of the Debtors, the Estates, or the Reorganized Debtors, as applicableclaims assert, whether liquidated or unliquidated, known or unknown, foreseen or unforeseen, matured or unmatured, existing on or hereinafter arisingbefore the Plan Effective Date, contingent or noncontingent, in law, equity, contract, tort, or otherwise, including any derivative Claims asserted or assertable on behalf of any of the Debtors, that such Entity Entities would have been legally entitled to assert in their own right (whether individually or collectively)) or on behalf of the Holder of any Claim against, or Interest in, a Debtor, the Reorganized Debtors, or their Estates or other Entity, based on or relating to, or in any manner arising from, in whole or in part, any or all of the Debtors, the Reorganized Debtors’ restructuring, and their Estates (including the capital structure, management, ownership, or operation thereof), the Chapter 11 Cases, the Restructuring Support Agreements, the purchase, sale, transfer, or rescission of the purchase, sale, or transfer recission of any debt, security, asset, right, or interest of any or all 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 or interaction between or among any Debtor and 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 between or any alleged restructuring among a Debtor and another Debtor or reorganization Affiliate of Claims and Interests prior a Debtor, the decision to or in file the Chapter 11 Cases, the formulation, documentation, preparation, dissemination, solicitation, negotiation, formulationentry into, or preparation filing of the Restructuring RSA, the DIP Facility, the DIP Documents, or related agreementsthe New Equity Interests, instrumentsthe Exit ABL Facility, or other documents the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan (including the Restructuring Support Agreements andincluding, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Document or any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion)) relating to any of the foregoing, created or entered into in connection with the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases, or any Restructuring Transactions, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable Law, the filing of the Chapter 11 Cases, the Disclosure Statement, or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administration and implementation of the Plan and the Restructuring Transactions, including the issuance or distribution of securities pursuant to the Restructuring Transactions and/or Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date relating to the Debtors or the Estates, including, for the avoidance of doubt, all claims, Causes of Action, or liabilities arising out of or relating to each and all any of the Challenged Transactions, the Caesars Cases, and the Prepetition CEC Guarantees (including but not limited to any claim under any Indenture or under the Trust Indenture Act)foregoing. Notwithstanding anything to the contrary in the foregoing, the Third-Party Release shall releases set forth above do not release (1a) any obligation or liability post-Plan Effective Date obligations of any party or Entity under the Plan Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (including those any Definitive Document, the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the Plan Supplement) executed to implement the Plan or any Claim or obligation arising under the Plan, or (2b) any postpetition settlement agreements between any Released Party and from any claim or Cause of Action arising from an act or omission that is determined by a creditor of the Debtors or the Estates (includingFinal Order to have constituted actual fraud, for the avoidance of doubt, the ▇▇▇▇▇▇ Agreement)willful misconduct, or (3) any postpetition liabilities incurred in the ordinary course by the Released Partiesgross negligence. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1a) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ substantial contributions to facilitating the Restructuring Transactions and implementing the Plan; (2d) a good faith settlement and compromise of the claims Claims released by the Third-Party Release; (3e) in the best interests of the Debtors and all Holders of Claims and Intereststheir Estates; (4f) fair, equitable equitable, and reasonable; (5g) given and made after due notice and opportunity for hearing; and (6h) a bar to any of the Releasing Parties asserting any claim Claim or cause Cause of action Action released pursuant to the Third-Party Release.