Common use of Release; Covenant Not to Sue Clause in Contracts

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against the Administrative Agent, each Lender, each other Secured Party and/or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns (the Administrative Agent, each Lender, each other Secured Party and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”), of and from any and all manner of actions, causes of action, torts, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever (each, a “Claim” and collectively, the “Claims”) of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Company Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against the Releasees, each Lender by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the FILO B Documentation Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against the Administrative Agent, the FILO B Documentation Agent, each Lender, each other Secured Party and/or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns (the Administrative Agent, the FILO B Documentation Agent, each Lender, each other Secured Party and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”), of and from any and all manner of actions, causes of action, torts, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever (each, a “Claim” and collectively, the “Claims”) of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Company Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against the Releasees, each Lender by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties Agenx xnd Banks contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the Borrower and each other Loan Documents against the Administrative Party (by such other Loan Party's execution and delivery of this Amendment), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Banks, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender, each other Secured Party and/or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns (the Administrative Agent, each Lender, each other Secured Party Bank and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”"), of and from any and all manner of demands, actions, causes of action, torts, suits, debtscovenants, contracts, controversies, damagesagreements, judgmentspromises, executionssums of money, claims accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (eachindividually, a “"Claim” " and collectively, the “"Claims”") of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in both at law or and in equity, that exist Borrower or such Loan Party or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have occurred or accrued claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment arising out of for or relating to this Amendment on account of, or the Company Releasors in relation to, or in any other Loan Document or the transaction related thereto, which the Company Releasors ever had or now have against way in connection with any of the Released PartiesCredit Agreement, including or any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against or transactions thereunder or related thereto; provided, however, that the Releaseesforegoing shall not be construed to release the Agent or the Banks, each Lender or their successors or assignees, from either their obligations under any of the Loan Documents, as amended by acceptance of this Amendment, for itself from and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to after the date of this Amendment arising out or any claim on account of or relating to this Amendment in relation thereto, notwithstanding the fact that the Agent or the Company Releasors or any other Banks became a party to a Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject prior to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORdate.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties Agent contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, each Guarantor and each Additional Guarantor, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives (the Borrower, each Guarantor, each Additional Guarantor and all such other Persons being hereinafter referred to collectively as the extent that any offsets“Releasing Parties” and individually as a “Releasing Party”), defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, each Lender, and each other Secured Party and/or any of their respective subsidiariessuccessors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, directors, officers, directorsattorneys, employees, agents, attorneys, predecessors, successors or assigns legal representatives and other representatives (the Administrative Agent, each Lender, each other Secured Party Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”), of and from any and all manner of demands, actions, causes of action, torts, suits, debtsdamages and any and all other claims, controversiescounterclaims, damagesdefenses, judgmentsrights of set-off, executions, claims demands and demands liabilities whatsoever (eachindividually, a “Claim” and collectively, the “Claims”) of every name kind and nature, whether asserted or unasserted, known or unknownsuspected, suspected or unsuspected, in at law or in equity, that exist which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have occurred or accrued claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment arising out of Amendment, for or relating to on account of, or in relation to, or in any way in connection with this Amendment or Amendment, the Company Releasors or any other Loan Document or the transaction related theretoCredit Agreement, which the Company Releasors ever had or now have against any of the Released Parties, including other Credit Documents or any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured transactions hereunder or thereunder. Releasing Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, represent to the extent Releasees that they have not assigned or transferred any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents interest in any Claims against the Releasees, each Lender by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or Releasee prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORhereof.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the Consenting Lenders Agent and the other Secured Parties Banxx contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the Borrower and each other Loan Documents against the Administrative Party (by such other Loan Party's execution and delivery of this Amendment), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Banks, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender, each other Secured Party and/or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns (the Administrative Agent, each Lender, each other Secured Party Bank and all such other Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”"), of and from any and all manner of demands, actions, causes of action, torts, suits, debtscovenants, contracts, controversies, damagesagreements, judgmentspromises, executionssums of money, claims accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (eachindividually, a “"Claim” " and collectively, the “"Claims”") of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in both at law or and in equity, that exist Borrower or such Loan Party or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have occurred or accrued claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment arising out of for or relating to this Amendment on account of, or the Company Releasors in relation to, or in any other Loan Document or the transaction related thereto, which the Company Releasors ever had or now have against way in connection with any of the Released PartiesCredit Agreement, including or any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against or transactions thereunder or related thereto; provided, however, that the Releaseesforegoing shall not be construed to release the Agent or the Banks, each Lender or their successors or assignees, from either their obligations under any of the Loan Documents, as amended by acceptance of this Amendment, for itself from and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or prior to after the date of this Amendment arising out or any claim on account of or relating to this Amendment in relation thereto, notwithstanding the fact that the Agent or the Company Releasors or any other Banks became a party to a Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject prior to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORdate.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.

Release; Covenant Not to Sue. (a) In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured Parties Agent contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and each Guarantor, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives (the Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the extent that any offsets“Releasing Parties” and individually as a “Releasing Party”), defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, each Lender, and each other Secured Party and/or any of their respective subsidiariessuccessors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, directors, officers, directorsattorneys, employees, agents, attorneys, predecessors, successors or assigns legal representatives and other representatives (the Administrative Agent, each Lender, each other Secured Party Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), each Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Company Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges the Releasees (each, a “Released Party” and collectively, the “Released Parties”), of and from any and all manner of demands, actions, causes of action, torts, suits, debtsdamages and any and all other claims, controversiescounterclaims, damagesdefenses, judgmentsrights of set-off, executions, claims demands and demands liabilities whatsoever (eachindividually, a “Claim” and collectively, the “Claims”) of every name kind and nature, whether asserted or unasserted, known or unknownsuspected, suspected or unsuspected, in at law or in equity, that exist which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have occurred or accrued claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment arising out of Amendment, for or relating to on account of, or in relation to, or in any way in connection with this Amendment or Amendment, the Company Releasors or any other Loan Document or the transaction related theretoCredit Agreement, which the Company Releasors ever had or now have against any of the Released Parties, including other Credit Documents or any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Company Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Company Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect. In consideration of the agreements of the Administrative Agent, the Consenting Lenders and the other Secured transactions hereunder or thereunder. Releasing Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, represent to the extent Releasees that they have not assigned or transferred any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents interest in any Claims against the Releasees, each Lender by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Lender Releasors”), severally with each other Lender, releases, remises, acquits and forever discharges the Released Parties, of and from any and all manner of Claims of every name and nature, whether asserted or unasserted, known or unknown, suspected or unsuspected, in law or in equity, that exist or have occurred or accrued on or Releasee prior to the date of this Amendment arising out of or relating to this Amendment or the Company Releasors or any other Loan Document or the transaction related thereto, which the Lender Releasors ever had or now have against any of the Released Parties, including any presently existing claim whether or not presently known, suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud on the part of such Released Party. Each Lender Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORhereof.” Each Lender Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under any other statute or common law principles of similar effect.