Common use of Release Clause in Contracts

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For and in The matters set forth herein have been agreed to by the Noteholders as an accommodation to the Company. In consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallysuch accommodation, and irrevocablyacknowledging that the Noteholders will be specifically relying on the following provisions as a material inducement in entering into this Amendment Agreement, with specific and express intentfor other good and valuable consideration, for the receipt and sufficiency of which is hereby acknowledged, the Company, on behalf of itself and its shareholders, subsidiaries and affiliates (each, a “Releasor”), hereby unconditionally and irrevocably acquits and fully and forever releases, remises and discharges the Noteholders and their respective agents, partners, servants, employees, directors, officers, attorneys, heirsaccountants, successorsconsultants, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releaseadvisors, acquit and forever discharge the Administrative Agentprincipals, Issuing Lender and each Lendertrustees, and each of their respective successorsrepresentatives, assignsreceivers, heirstrustees, affiliates, subsidiaries, parent companiesshareholders, principalspredecessors, directorssuccessors and assigns (collectively, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all actionsclaims, causes of actiondamages, losses, demands, liabilities, obligations, remedies, suits, debtsactions and causes of action whatsoever (whether arising in contract or in tort, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, whether at law or in equity), whether known or unknown, suspected or claimed, matured or unmaturedcontingent, liquidated or unliquidated, vested in any way arising from, in connection with, or contingentin any way concerning or relating to, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Amendment Agreement, other than the Note Purchase Agreement and the Notes, and/or any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or dealings with any of the Released Parties have had an opportunity in connection with the transactions contemplated by such documents or this Amendment Agreement prior to the execution of this Amendment Agreement. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue. The Company (on behalf of itself and the other Releasors) acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 10.3, notwithstanding the existence or discovery of any such new or additional claims or facts, incorrect facts, misunderstanding of law or misrepresentation. The Company (on behalf of itself and the other Releasors) covenants and agrees not to, commence, voluntarily aid in any way, prosecute or cause to be heard) which determination includes a specific finding that one commenced or prosecuted against any of the Released Parties acted any action or other proceeding based upon any of the claims released hereby. Notwithstanding the foregoing, in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that no event shall the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon be interpreted, construed or otherwise deemed as an admission or suggestion by the Lenders in agreeing Noteholders of any wrongdoing or liability owed to make the Loans Company or any other Person. The Company (on behalf of itself and in making each advance of Loan proceeds hereunder. Borrower the other Releasors) understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For In order to induce the Administrative Agent and in consideration of any Loan and each advance or other financial accommodation hereunderthe Lenders to enter into this Amendment, each Borrower, voluntarily, knowingly, unconditionally, Loan Party acknowledges and irrevocably, with specific and express intent, for and on behalf agrees that: (a) such Loan Party does not have any claim or cause of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge action against the Administrative Agent, Issuing the L/C issuer or any Lender and each Lender, and each (or any of their its respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (b) such Loan Party does not have any offset right, shareholders counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Administrative Agent, the L/C Issuer or any Lender; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions c) each of the Administrative Agent, the L/C Issuer and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect the injury Administrative Agent’s, the L/C Issuer’s or damage resulting therefrom any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from i) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the L/C Issuer or any Lender to such Loan Party, except the obligations to be performed by any Administrative Agent, the L/C Issuer or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (ii) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which such Loan Party might otherwise have against the Releasing Parties (Administrative Agent, the L/C Issuer, any Lender or any of themits directors, officers, employees or agents, in either case (i) have or may have(ii), against the Released Parties on account of any past or any presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofkind.

Release. For In order to induce the Administrative Agent and in consideration of any Loan and each advance or other financial accommodation hereunderthe Lenders to enter into this Amendment, each Borrower, voluntarily, knowingly, unconditionally, Loan Party acknowledges and irrevocablyagrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or, with specific respect to the Loan Agreement and express intentthe other Loan Documents and the administration of the credit facilities thereunder, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each any of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions iii) each of the Lender PartiesAdministrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or damage resulting therefrom remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or unknown, which any of them) Loan Party might otherwise have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannercredit facilities thereunder, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties their respective directors, officers, employees or any other Released Parties under any lawagents), rule in either case (A) or regulation (B), on account of any jurisdiction that would past or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

Release. For (a) Employee irrevocably and in consideration of any Loan and each advance or other financial accommodation hereunderunconditionally releases Employer, each Borrowerits parent corporation, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneyssuccessors, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirsdirectors, affiliatesshareholders, subsidiaries, parent companies, principals, directorstrustees, officers, employees, shareholders and servants, agents (hereinafter called the “Lender Parties”and former directors, shareholders, trustees, officers, employees, servants, and agents), attorneys, executors, administrators, insurers, subsidiaries and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and affiliated companies from any and all actionsclaims, charges, complaints, grievances, contracts, liabilities, obligations, demands, promises, reimbursements, causes of action, suitscosts, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees damages (including, without limitationbut not limited to actual damages, reasonable attorneys’ feescompensatory damages, special damages, liquidated damages, and punitive damages) and demands of any kind whatsoeverdirectly or indirectly, at law known or in equityunknown, whether matured suspected or unmaturedunsuspected, liquidated arising out of or unliquidatedrelated to (i) the employment of Employee by Employer, vested (ii) the termination of Employee’s employment or contingentthe circumstances leading up to Employee’s termination of employment, and (iii) any other act or occurrence pre-dating Employee’s execution of this Agreement. (b) Employee acknowledges and agrees that Employee has read this Agreement. Employee also acknowledges and agrees that Employee understands the terms of this Agreement. Employee further acknowledges and agrees that Employee is entering into this Agreement deliberately, knowingly, and voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences relating to the extinguishment of all obligations. Employee also acknowledges and agrees that Employer has advised Employee to seek the advice of Employee’s own attorney prior to executing this Agreement regarding the terms and conditions of this Agreement. (c) Employee understands that this Agreement releases Employer from all liability, past or present, arising out of or related to Employee’s employment, termination of employment and the circumstances leading up to Employee’s termination of employment, and any other act or occurrence pre-dating Employee’s execution of this Agreement, including, but not limited to, any rights or claims pursuant to (i) the Age Discrimination Act of 1967 (“ADEA”) (29 U.S.C. § 626, et seq.), and any amendments thereto; (ii) the Civil Rights Act of 1964 (“Title VII”) (42 U.S.C. § 2000e, et seq.), and any amendments thereto; (iii) the Civil Rights Statutes (42 U.S.C. §§ 1981, 1981a, and 1988), and any amendments thereto; (iv) the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. § 12101, et seq.), and any amendments thereto; (v) the Employee Retirement Income Security Act (“ERISA”) (29 ▇.▇.▇. §▇▇▇▇ et seq.), and any amendments thereto; (vi) Hawaii’s Employment Practices Act (Haw. Rev. Stat. ch. 378), and any amendments thereto; (vii) all applicable state and federal wage and hour laws, and any amendments thereto; (viii) all claims based on common law sounding in tort, contract, implied contract, negligence and/or gross negligence, including, but not limited to promissory estoppel, quantum meruit, libel/slander, defamation, misrepresentation, emotional distress (negligent or inchoateintentional) fraud or deceit, known unpaid wages, equitable claims, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, wrongful discharge and/or termination, and violation of public policy; and (ix) any claim for attorneys’ fees or unknown costs. Employee understands that nothing contained in this Agreement shall prohibit Employee from (i) bringing any action to enforce the Releasing Parties terms of this Agreement or severance and other benefits due pursuant to the Employment Agreement or to enforce his other vested benefits and rights under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement; (ii) filing a timely charge or complaint with the Hawaii Civil Rights Commission (“HCRC”) or the Equal Employment Opportunity Commission (“EEOC”) regarding the validity of the Agreement; or (iii) filing a timely charge or complaint with the HCRC or the EEOC or participating in any investigation or proceeding conducted by the HCRC or the EEOC regarding any claim of employment discrimination. This release does not extend to any severance or other obligations due Employee under the Employment Agreement or to Employee’s vested rights and benefits under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement. Nothing in this Agreement waives Employee’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of themthe Company, state or federal law or policy of insurance. (d) have or may have, against Employee acknowledges and understands that there is a risk that subsequent to the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date execution of this Agreement, Employee may incur or suffer loss, damages, or injuries that are in some way related to or arising out of Employee’s employment with Employer or the termination thereof, but that are unknown and unanticipated at the time this Agreement is signed. Accordingly, Employee hereby assumes these risks and that this Agreement shall apply to all such unknown or unanticipated claims. (e) Employee acknowledges and understands that Employee is not waiving any future rights or claims that might arise after the date this Agreement is signed by Employee. (f) Employee acknowledges and understands that Employer does not make nor has made any representations to force or induce Employee to sign this Agreement other than any claim as to which a final determination what is made specifically provided for in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerthis Agreement. Furthermore, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, Employee acknowledges and agrees understands that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties Employee is under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent no obligation to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofsign this Agreement.

Release. For By its execution hereof and in consideration of any the mutual covenants contained herein and other accommodations granted to the Loan and each advance or other financial accommodation Parties hereunder, each BorrowerLoan Party, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its Subsidiaries, and its or their successors, assigns and agents, attorneyshereby expressly forever waives, heirsreleases and discharges any and all claims (including, successorswithout limitation, cross-claims, counterclaims, and assigns rights of setoff and recoupment), causes of action (collectively whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Releasing PartiesClaims”) does hereby fully any of them may, as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the Amendment Effective Date (and completely releaseall defenses that may arise out of any of the foregoing) of any nature, acquit and forever discharge description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent, Issuing Lender and each Agent or any Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companiesagents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, shareholders attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions administrators of each of the Lender Partiesforegoing (collectively, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”)) arising out of, of and from any and all actionsor relating to, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Forbearance Agreement, this Amendment, the Term Loan Agreement, the other than Loan Documents and any claim as to which a final determination is made in a judicial proceeding (in which or all of the Administrative Agent actions and Lenders transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties have had an opportunity hereunder or under the other Loan Documents. Each Loan Party hereby acknowledges that the agreements in this Section 7 are intended to be heard) which determination includes a specific finding that one in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower and hereby agrees and acknowledges that the foregoing release is a material inducement to Administrative Agent’s validity and each Lender’s decision to extend to Borrower effectiveness of the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against does not depend in any actionway on any such representation, suit acts and/or omissions or other proceeding which may be institutedthe accuracy, prosecuted completeness, or attempted in breach validity thereof. The provisions of this paragraph shall survive the termination or expiration of the provisions Forbearance Period and the termination of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally Loan Documents and expressly waives the payment in full in cash of all Obligations of the Loan Parties under or in respect of the Term Loan Agreement and relinquishes any other Loan Documents and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofamounts owing thereunder.

Release. For In order to induce the Agent and in consideration the Lenders to enter into this Amendment, the Borrower and the Guarantors acknowledge and agree that: (a) they do not have any claim or cause of action against the Agent or any Loan and each advance of the Lenders (or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each any of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (b) they do not have any offset right, shareholders counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to the Agent and agents the Lenders; and (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions c) each of the Lender PartiesAgent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Borrower and the Guarantors. The Borrower and the Guarantors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Agent's or damage resulting therefrom the Lenders' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Guarantors unconditionally release, waive and forever discharge (collectively the “Released Parties”), of and from i) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of either of the Agent or any of the Lenders to the Borrower or any Guarantor, except the obligations to be performed by the Agent and the Lenders as expressly stated in the Credit Agreement, as amended hereby, and the other Credit Documents, and (ii) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which the Releasing Parties (Borrower or any Guarantor might otherwise have against the Agent or any of them) have or may have, against the Released Parties Lenders or any of them their directors, officers, employees or agents, in either case (whether directly i) or indirectly(ii) relating to events on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever arising or occurring on or before prior to the date of this AgreementAmendment. Except as prohibited by law, other than the Borrower and the Guarantors hereby waive any right they may have to claim as to which a final determination is made or recover in a judicial proceeding (in which any litigation involving the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Lenders, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower and the Guarantors (A) certify that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to be heardenforce the foregoing waivers, releases and discharges, and (B) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges acknowledge that the foregoing release is a material inducement to Administrative Agent’s Agent and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders have been induced to enter into this Amendment by, among other things, the waivers, releases, discharges and certifications contained herein. The waivers, releases and discharges in agreeing to make the Loans and in making each advance this paragraph shall be effective regardless of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule event that may occur or regulation of any jurisdiction that would not occur on or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of after the date hereof.

Release. For In order to induce the Administrative Agent and in consideration the Lenders to enter into this Amendment, each of the Nexstar Entities acknowledges and agrees that: (i) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any Loan kind against the Nexstar Entities', Credit Parties' or any of their Affiliates' obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each advance of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Nexstar Entities, Credit Parties and any of their Affiliates. Each of the Nexstar Entities, Credit Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf matters would impair or otherwise adversely affect any of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent's and the Lenders' rights, Issuing Lender and interests, contracts, collateral security or remedies. Therefore, each Lenderof the Nexstar Entities, Credit Parties and each of their respective successorsAffiliates unconditionally releases, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders waives and agents forever discharges (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (unknown, which any Nexstar Entity, Credit Party or any of them) their Affiliates might otherwise have or may have, against the Released Parties Administrative Agent, any Lender or any of them their respective directors, officers, employees or agents (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent Agent, the Lenders and Lenders their respective directors, officers, employees and agents, are collectively referred to herein as the "Lender Parties") in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Nexstar Entities, Credit Parties and each of their Affiliates agree not to s▇▇ any of the Released Lender Parties have had an opportunity to be heard) which determination includes a specific finding that one or in any way assist any other person or entity in suing any of the Released Lender Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductrespect to any claim released herein. Each Borrower acknowledges that the foregoing This release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.contained herein

Release. For and in In consideration of any Loan Administrative Agent's and each advance or other financial accommodation hereunderthe Lenders’ execution of this Amendment, each BorrowerLoan Party, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for individually and on behalf of itself and its agents, attorneys, heirs, successorsrespective successors (including any trustees acting on behalf of such Loan Party, and assigns (collectively the “Releasing Parties”) does any debtor-in-possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates, hereby fully and completely release, acquit and forever discharge the releases Administrative Agent, Issuing Lender Agent in its capacity as Administrative Agent and each Lender, in its capacity as lender under the DIP Credit Agreement, and each of their respective successors, assigns, heirsparents, affiliatesSubsidiaries, subsidiaries, parent companies, principals, directors, and Affiliates and their respective officers, employees, shareholders directors, agents and agents attorneys (hereinafter called collectively, the “Lender PartiesReleasees”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all actionsdebts, causes of actionclaims, suitsdemands, debtsliabilities, responsibilities, disputes, causes, damages, claims, obligations, liabilities, costs, expenses, fees actions and causes of actions (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, liquidated whether fixed or unliquidatedcontingent that such Loan Party has or may have against the Releasees, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) , which arise from or relate to any actions which the Releasees, or any of them, have or may havehave taken or omitted to take in connection with the DIP Credit Agreement as amended herein or the other Loan Documents (including with respect to the Obligations and any third parties liable in whole or in part for the Obligations) in each case prior to the date hereof; provided, against however, that for the Released Parties avoidance of doubt this release does not apply to any items related to the Existing Second Lien Credit Agreement, any related loan document or the facility itself, the Senior Notes and any related indenture documentation or any of them (whether directly or indirectly) relating claim related to events occurring on or before the date of this Existing Second Lien Credit Agreement, other than any claim as related loan document, the Senior Notes or any related indenture documentation; provided, further, this release does not (a) apply to which a final determination is made in a judicial proceeding (in which any release of the Administrative Agent and Lenders Releasees from any agreements, covenants, liabilities or obligations under any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one Loan Documents or in respect of the Released “Obligations” or (b) constitute a release of, or covenant not to ▇▇▇, in respect of any Releasee arising from the gross negligence, willful misconduct or fraud (actual or constructive) of any Releasee. This provision shall survive and continue in full force and effect whether or not the Loan Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or shall satisfy all other proceeding which may be instituted, prosecuted or attempted in breach provisions of the provisions of such release. To DIP Credit Agreement as amended hereby or the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofLoan Documents.

Release. For and in In consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallyfor the accommodations provided pursuant to this Amendment, and irrevocablyacknowledging that Agent and the Lenders will be specifically relying on the following provisions as a material inducement in entering into this Amendment, with specific and express intentfor other good and valuable consideration, for the receipt and on behalf sufficiency of itself which is hereby acknowledged, Borrowers and its Guarantor hereby releases, remises and forever discharges Agent and the Lenders and their respective agents, attorneysservants, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principalsemployees, directors, officers, employeesattorneys, shareholders accountants, consultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and agents assigns (hereinafter called the “Lender Parties”)collectively, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all actions, causes of action, suits, debts, disputesclaims, damages, claimslosses, demands, liabilities, obligations, liabilitiesactions and causes of action whatsoever (whether arising in contract or in tort, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, whether at law or in equity), whether known or unknown, matured or unmaturedcontingent, liquidated or unliquidated, vested in any way arising from, in connection with, or contingent, ▇▇▇▇▇▇ in any way concerning or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Loan Agreement, the other than Loan Documents, and/or any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or dealings with any of the Released Parties have had an opportunity in connection with the transactions contemplated by such documents or this Amendment prior to date hereof. This release shall be heardand remain in full force and effect notwithstanding the discovery by Borrowers and Guarantor after the date hereof (a) which determination includes a specific finding of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to Borrowers’ and Guarantor’s execution of this release; provided, however, this release shall not extend to any claims arising after the Lenders in agreeing to make the Loans and in making each advance execution of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofthis Amendment.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderEffective on the Closing Date, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentStockholder, for and on behalf of itself and each of its agents, attorneysAffiliates, heirs, successorsadministrators, executors and assigns (collectively each of the foregoing, a “Releasing PartiesParty”) does ), hereby fully irrevocably and completely release, acquit unconditionally releases and forever discharge the Administrative Agent, Issuing Lender discharges East and its Subsidiaries and each Lenderother Person who is now, or who will have been at any time prior to the Closing, an officer, director, direct or indirect stockholder, general partner, member or manager of East and its Affiliates or any of their present or former Subsidiaries or Affiliates (or a fiduciary of any employee benefit plan of East or any of its Subsidiaries), and each Person controlling any of their respective successorsthe foregoing Persons (each of the foregoing, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the a “Lender PartiesReleased Party”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, causes of actionrights, suitsobligations, debts, disputes, damages, claims, obligations, liabilities, costsactions or causes of action of every kind and nature, expenseswhether foreseen or unforeseen, fees (includingcontingent or actual, without limitationand whether now known or hereafter discovered, reasonable attorneys’ fees) and demands which any of any kind whatsoeverthe Releasing Parties had, now has or may in the future have, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or against any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before Party arising through the date of this Agreement. Notwithstanding the foregoing, other than this release will not be deemed to waive and release any claim claims or rights of such Stockholder (i) as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders an officer or director of East or any of the Released Parties have had an opportunity its Subsidiaries with respect to be heard) any claims or rights to indemnification, exculpation, reimbursement or advances of expenses under their respective organizational documents, each as amended to date, under any agreement to which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release such Stockholder is a material inducement to Administrative Agent’s party or under the Merger Agreement, (ii) for accrued and each Lender’s decision to extend to Borrower earned, but unpaid wages through the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions date of such release. To the furthest extent permitted by lawStockholder’s termination of employment with East and its Subsidiaries, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of (iii) for unpaid reimbursements for duly incurred business expenses through the date hereofof such Stockholder’s termination of employment with East and its Subsidiaries in accordance with applicable policies of East and its Subsidiaries, (iv) to participate in continuation coverage under the medical plans of East and its Subsidiaries pursuant to COBRA, or (v) that may not be waived under applicable Law (items (i) through (v) are “Carveouts”).

Release. For The Borrower hereby represents and warrants that the Credit Agreement and the other Loan Documents are enforceable in consideration accordance with their respective terms (except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar law affecting creditors’ rights generally and by general principles of equity) and are not subject to any defenses or offsets of any Loan kind whatsoever (“Defenses”) and each advance that there are no liabilities, claims, suits, debts, liens, losses, causes of action, demands, rights, damages or other financial accommodation hereundercosts, each Borroweror expenses of any kind, voluntarilycharacter or nature whatsoever, knowinglyknown or unknown, unconditionallyfixed or contingent (collectively, and irrevocablythe “Claims”), with specific and express intentwhich the Borrower may have or claim to have against the Administrative Agent or any Lender, for and on behalf or any of itself and its their respective affiliates, agents, employees, officers, directors, representatives, attorneys, heirs, successors, successors and assigns (collectively the “Releasing Parties”) does hereby fully and completely releasecollectively, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), which might arise out of or be connected with or related to any act of commission or omission of the Lender Released Parties existing or occurring on or prior to the date of this Amendment relating to or arising out of or in connection with the Obligations or any Loan Document or any other agreement or transaction contemplated thereby. In furtherance of the foregoing, the Borrower hereby waives, releases, acquits and forever discharges the Lender Released Parties from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ feesi) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to Defenses which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties date hereof in connection with or relating to the Credit Agreement or any other Released Parties under any lawLoan Document, rule and (ii) Claims that the Borrower may have or regulation of any jurisdiction that would or could claim to have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof, relating to or arising out of or in connection with or relating to the Obligations or any Loan Document or any other agreement or transaction contemplated thereby or any action taken in connection therewith from the beginning of time up to and including the date of the execution and delivery of this Amendment. The Borrower further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Lender Released Parties with respect to any and all Claims expressly released herein.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its affiliates, and its or their successors, assigns and agents, attorneyshereby expressly forever waives, heirsreleases and discharges any and all claims (including, successorswithout limitation, cross-claims, counterclaims, and assigns rights of setoff and recoupment), causes of action (collectively whether direct or derivative in nature), demands, suits, costs, liabilities, responsibilities, disputes, obligations, expenses and damages (collectively, the “Releasing PartiesClaims”) does hereby fully any of them may have or allege to have as of the date of this Amendment (and completely releaseall defenses that may arise out of any of the foregoing) of any nature, acquit and forever discharge the Administrative Agentdescription, Issuing or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against either Lender and each Lenderor Holder, and each or any of their respective successors, assigns, heirssubsidiaries, affiliates, subsidiaries, parent companiesagents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, shareholders attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions administrators of each of the Lender Partiesforegoing (collectively, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), ) arising out of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Existing Loan Agreement, other than the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any claim as to which a final determination is made in a judicial proceeding (in which or all of the Administrative Agent actions and Lenders transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties have had an opportunity under the Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement and the Loan Documents; provided that nothing in this Amendment shall be deemed to release Lender from any of its obligations under the Loan Agreement or Holder from any of its obligations under the Existing Warrant Agreement. Each Borrower hereby acknowledges that the agreements in this Section 6 are intended to be heard) which determination includes a specific finding that one in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Amendment, each Borrower expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower and hereby agrees and acknowledges that the foregoing release is a material inducement to Administrative Agent’s validity and each Lender’s decision to extend to Borrower effectiveness of the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release releases set forth above may be pleaded as a does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 6 shall survive (i) the entry into the Loan Agreement and the Loan Documents, the payment in full and complete defense and may be used as a basis for an injunction against any action, suit of all Secured Obligations of Borrowers under or other proceeding which may be instituted, prosecuted or attempted in breach respect of the provisions Loan Agreement and the other Loan Documents and all other amounts owing thereunder and the termination of all such release. To Loan Documents and (ii) the furthest extent permitted exercise by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes Holder of any and all of its rights and benefits that it respectively may have as against any of under the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofExisting Warrant Agreement.

Release. For In order to induce the Current Noteholders to enter into this Agreement, the Obligors acknowledge and in consideration agree that: (a) neither the Company nor any of its Subsidiaries has any Loan and each advance claim or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf cause of itself and its agents, attorneys, heirs, successors, and assigns action against any of the Current Noteholders (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each or any of their respective successorsdirectors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directorstrustees, officers, employees, shareholders and agents attorneys, advisors or agents) relating to or arising out of the Existing Note Agreement, the Existing Notes, the Subsidiary Guaranty, the Existing Pledge Agreement, the Existing Sharing Agreement or any agreement entered into in connection therewith (hereinafter called collectively, the “Lender PartiesExisting Financing Documents”); (b) neither the Company nor any of its Subsidiaries has any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to any of the Current Noteholders; and (c) each of the Current Noteholders and the Collateral Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and its Subsidiaries under the Existing Financing Documents. The Obligors wish to eliminate any other personpossibility that any past conditions, firmacts, businessomissions, corporationevents, insurercircumstances or matters would impair or otherwise adversely affect any of the Current Noteholders’ or the Collateral Agent’s rights, interests, contracts, or association which may be responsible remedies under the Existing Financing Documents, whether known or liable for the acts or omissions unknown, as applicable. Therefore, each of the Lender PartiesObligors (in the case of the Subsidiary Guarantors, or who may be liable for pursuant to the injury or damage resulting therefrom acknowledgement and agreement on the signature pages hereto) unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from x) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Current Noteholders and the Collateral Agent to the Company or any of its Subsidiaries, except the obligations to be performed by any of them on or after the date hereof as expressly stated in the Financing Documents, as such obligations may be modified pursuant to the terms of this Agreement, and (y) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured known or unmaturedunknown, liquidated which the Company or unliquidatedits Subsidiaries might otherwise have against any Current Noteholder, vested the Collateral Agent or contingentany of their respective directors, ▇▇▇trustees, officers, employees or agents, in either case (x) or (y), whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Neither the Collateral Agent nor any Current Noteholder shall be liable with respect to, and the Company and each Subsidiary Guarantor hereby waives, releases and agrees not to ▇▇▇ for, any special, indirect or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) consequential damages relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Agreement or any other Released Parties under any lawFinancing Document or arising out of its activities in connection herewith or therewith (whether before, rule on or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of after the date hereof).

Release. For Each Loan Party may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Existing Credit Agreement or the other Loan Documents. The agents and lenders under the Existing Credit Agreement, and each Loan Party desires to resolve each and every one of such Claims in conjunction with the execution of this Agreement and thus each Loan Party makes the releases contained in this Section 9.17. In consideration of any Loan Agents and each advance or other financial accommodation hereunderthe Lender Parties entering into this Agreement, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does Loan Party hereby fully and completely release, acquit unconditionally releases and forever discharge discharges each of the Administrative Agent, Issuing Lender Agents (and each Lendertheir predecessors) and the Lenders (in their capacities as such under the Existing Credit Agreement), and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders subsidiaries, Affiliates, attorneys, agents and agents representatives, (hereinafter called collectively, in their capacities as such under the “Lender Parties”)Existing Credit Agreement, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, allegations, causes of action, suits, debts, disputes, damages, claims, obligations, costs or demands and liabilities, costsof whatever kind or nature, expenses, fees (including, without limitation, reasonable attorneys’ fees) up to and demands of any kind whatsoever, at law or in equityincluding the date on which this Agreement is executed, whether matured known or unmaturedunknown, liquidated or unliquidated, vested fixed or contingent, ▇▇▇▇▇▇ asserted or inchoateunasserted, known foreseen or unknown that unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which any Loan Party has, had, claims to have had or hereafter claims to have against the Releasing Released Parties (by reason of any act or omission on the part of the Released Parties, or any of them) have , occurring prior to the date on which this Agreement is executed, including all such loss or damage of any kind heretofore sustained or that may havearise as a consequence of the dealings among the parties up to and including the date on which this Agreement is executed, regarding or relating to the Existing Credit Agreement, any of the Loan Documents (as in effect immediately prior to the Effective Date), the borrowings or other extensions of credit or financial accommodations thereunder or any of the other Obligations thereunder, including administration or enforcement thereof (collectively, the “Claims”). Each Loan Party represents and warrants that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any omissions of the Released Parties have had an opportunity to which on the Effective Date would be heard) which determination includes the basis of a specific finding that one of Claim by such Person against the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductwhich is not released hereby. Each Borrower acknowledges Loan Party represents and warrants that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as constitutes a full and complete defense and may release of all Claims. Notwithstanding anything to the contrary contained herein, the foregoing release shall not be used as applicable to the extent a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach court of competent jurisdiction has determined the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under have acted with gross negligence, bad faith or willful misconduct in connection with any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofsuch Claims.

Release. For As a material part of the consideration for the Administrative Agent and in consideration of any Loan the Lenders entering into this Limited Waiver, the Borrower and each advance or other financial accommodation hereunderSubsidiary Guarantor (collectively, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing PartiesReleasors”) does agree as follows (the “Release Provision”): (a) The Releasors, jointly and severally, hereby fully and completely release, acquit release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, and each of their respective successors, assigns, heirsofficers, affiliatesmanagers, directors, shareholders, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents affiliates (hereinafter called all of the above collectively referred to as the “Lender PartiesGroup”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, causes of actioncounterclaims, demands, damages, debts, agreements, covenants, suits, debts, disputes, damages, claimscontracts, obligations, liabilities, costsaccounts, expensesoffsets, fees (includingrights, without limitationactions, reasonable attorneys’ fees) and demands causes of action of any kind whatsoever, nature whatsoever and whether arising at law or in equity, presently possessed, whether matured known or unmaturedunknown, whether liability be direct or indirect, liquidated or unliquidated, vested presently accrued, whether absolute or contingent, ▇▇▇foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the Limited Waiver Effective Date. (b) The Releasors agree not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to be heard) which determination includes a specific finding that one any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductClaims released herein. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Limited Waiver, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Limited Waiver and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Limited Waiver. (e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions of such release. To shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the furthest extent permitted by lawClaims released herein, Borrower hereby knowinglybut the Releasors expressly shall have and intend to fully, voluntarily, intentionally finally and expressly waives forever have released and relinquishes discharged any and all rights and benefits that it respectively may have as against such Claims. The Releasors expressly waive any provision of the Lender Parties statutory or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have decisional law to the effect of limiting the extent to which that a general release extends does not extend to claims which any of Claims that the Releasing Parties releasing party does not know or suspect to exist as in such party’s favor at the time of executing the date hereofrelease.

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderthe Effective Date, each Borrowerof the Parties, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself himself (or herself or itself) and his (or her or its agents, attorneysassigns), heirs, successorsbeneficiaries, representatives, agents and assigns affiliates (collectively the “Releasing Parties”) does ), hereby fully and completely releasefinally releases, acquit acquits and forever discharge discharges each of the Administrative Agent, Issuing Lender other Parties and each Lender, affiliates and each of their respective present and former officers, directors, employees, agents, predecessors, successors, assigns, heirsmembers, affiliatesmanagers, subsidiariesequityholders, parent companiescontrolling persons, principals, directors, officers, employees, shareholders insurers and agents attorneys (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all actionsclaims, causes of action, suitsliabilities, debtslosses, disputescosts, damages, claimspenalties, obligationscharges, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) expenses and demands all other forms of any kind liability or obligation whatsoever, at in law or in equity, whether matured asserted or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoateunasserted, known or unknown that unknown, foreseen or unforeseen (“Claims”), arising prior to the Effective Date and relating to such Releasing Parties (Party’s ownership of equity of Vine LP, Vine GP, Brix LP, Brix GP, Harvest LP, Harvest GP, or any of themtheir respective subsidiaries (collectively, the “Operating Companies”) have or may haveprior to the Effective Date (collectively, against the “Released Claims”); provided, however, that the Released Parties Claims shall exclude any Claims arising from or any of them (whether directly or indirectly) relating to events occurring on or before the date of in connection with (a) rights or obligations under this Agreement, other than Agreement and (b) any claim as or right to which a final determination is made in a judicial proceeding indemnification or advancement of expenses under (in which i) the Administrative Agent and Lenders or any Organizational Documents of the Released Parties have had an opportunity Operating Companies (ii) the VEH LLC Agreement or (iii) any other agreement between such Releasing Party and the Operating Companies or their respective affiliates, in each case, as in effect prior to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductEffective Date. Each Borrower Releasing Party expressly acknowledges that the foregoing release is a material inducement contained herein applies to Administrative Agent’s all Released Claims, whether such Released Claims are known or unknown, and each Lender’s include Released Claims that if known by the releasing party might materially affect its decision to extend effect the settlement contained herein. Each Releasing Party has considered and taken into account the possible existence of such Released Claims in determining to Borrower execute and deliver this Agreement. Without limiting the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach generality of the provisions of such release. To foregoing, solely with respect to the furthest extent permitted by lawReleased Claims, Borrower hereby knowingly, voluntarily, intentionally and each Releasing Party expressly waives and relinquishes any and all rights and benefits conferred upon it by any statute or rule of law that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction provides that would or could have the effect of limiting the extent to which a general release extends does not extend to claims which any of that the Releasing Parties Party does not know or suspect to exist as in its favor at the time of executing the date hereofrelease, which if known by the Releasing Party would have materially affected the Releasing Party’s settlement with the Released Parties. This Agreement constitutes a complete defense of any and all Released Claims. Each Releasing Party further agrees not to initiate any litigation, lawsuit, claim or action against any Released Party with respect to any Released Claim, except that the Releasing Party shall not be limited hereby from responding to, joining, prosecuting or being involved in any litigation, lawsuit, claim or action brought against such Releasing Party in respect of a Released Claim, nor from adjudicating whether or not a Claim constitutes a Released Claim.

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderthe Closing, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and the Restricted Executives (on behalf of itself themselves and its their, agents, attorneystrustees, beneficiaries, estate, heirs, successors, successors and assigns (collectively the other than Company)) (each a “Releasing PartiesReleasor”) does hereby fully hereby: (a) represents and completely releasewarrants that the Releasors have no Claims, acquit and forever discharge other than Excluded Claims, against the Administrative AgentCompany, Issuing Lender and each LenderParent, and each or any of their respective Affiliates, partners, stockholders, representatives, predecessors, successors, assignsrelated entities or assigns in their respective capacities as such (collectively, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender PartiesReleasees”), with respect to the Company or its respective businesses; (b) irrevocably and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for unconditionally releases the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and Releasees from any and all actionscharges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, choses in action, suits, debtsrights, disputes, damages, claims, obligations, liabilitiesdemands, costs, expensesLosses, fees debts and expenses (including, without limitation, reasonable including all attorneys’ feesfees and costs incurred) and demands of any kind or nature whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (unknown, suspected or any of them) have unsuspected, existing or may haveprospective, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on the Company, its respective businesses, or before the date of this AgreementContemplated Transactions (collectively, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the “Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerClaims”); provided, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release does not include Released Claims arising from or related to any rights of any Releasor (i) under this Agreement or any other Ancillary Document to which a Releasor is a material inducement party, (ii) if a Releasor is an employee of the Company, to Administrative Agent’s any employment compensation or benefits accrued in the normal course for employment services rendered that are due and owing to such Releasor but unpaid as of the Closing, or (iii) with respect to claims that cannot be released as a matter of law (collectively, “Excluded Claims”); provided further, that each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, Releasor expressly acknowledges and agrees that the release set forth above may be pleaded contained in this Section 5.11 (Release) applies to all Released Claims as a full defined above, whether such Released Claims are known or unknown, and complete defense includes Released Claims which if known by the releasing party might materially affect its decision to grant the release contained in this paragraph, and may be used as a basis for an injunction against that Releasor has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement, and Releasor expressly waives any action, suit rights or other proceeding which may be instituted, prosecuted or attempted in breach benefits under §1542 of the provisions of such release. To the furthest extent permitted by lawCalifornia Civil Code, Borrower hereby knowinglyor comparable laws as may apply, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a provides: “A general release extends does not extend to claims which any of the Releasing Parties 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”; (c) irrevocably and unconditionally covenants and agrees not to assert any suit, demand, litigation, lawsuit, action or claim against any Releasee regarding any Released Claim released under this Section 5.11 (Release); and (d) represents, warrants, covenants and agrees that no Released Claim or possible Released Claim against any Releasee has been or will be assigned or transferred, and agrees to indemnify and hold the Releasees harmless from any liability or damages arising as a result of the date hereofany such assignment or transfer.

Release. For (a) Except for the rights and obligations of the Parties specifically set forth in consideration this Agreement, effective as of any Loan and each advance or other financial accommodation hereunderClosing, each BorrowerBuyer, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on its own behalf and on behalf of itself its Affiliates, to the extent permitted by Law, hereby irrevocably and unconditionally releases, remises and forever discharges Seller and its agentsAffiliates and all such parties’ past, attorneyspresent and future shareholders, heirspartners, successorsmembers, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releaseboard of directors and/or supervisors, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directorsmanagers, officers, employees, shareholders agents, representatives and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and advisors from any and all actions, causes of action, suits, debtslegal or administrative proceedings, disputesclaims, demands, damages, claims, obligations, liabilitieslosses, costs, expensesLiabilities, fees (including, without limitation, reasonable attorneys’ fees) and demands interest or causes of any kind action whatsoever, at law Law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (unknown, which Buyer or any of them) have its Affiliates might now or subsequently may have, against the Released Parties or any of them (whether directly or indirectly) based on, relating to events occurring on or before the date arising out of this Agreement, the transactions contemplated hereby, the ownership, use or operation of the Assets or the condition, quality, status or nature of the Assets, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, breaches of statutory or implied warranties, nuisance or other than any claim as tort actions, rights to which a final determination is made in a judicial proceeding (in which the Administrative Agent punitive damages, common law rights of contribution and Lenders rights under insurance maintained by Seller or any of its Affiliates. (b) Except for the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one rights and obligations of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release specifically set forth above may be pleaded in this Agreement, effective as a full of Closing, Seller, on its own behalf and complete defense and may be used as a basis for an injunction against any actionon behalf of its Affiliates, suit or other proceeding which may be instituted, prosecuted or attempted in breach of to the provisions of such release. To the furthest extent permitted by lawLaw, Borrower hereby knowinglyirrevocably and unconditionally releases, voluntarilyremises and forever discharges Buyer and its Affiliates and all such parties’ past, intentionally present and expressly waives future shareholders, partners, members, board of directors and/or supervisors, managers, officers, employees, agents, representatives and relinquishes advisors from any and all suits, legal or administrative proceedings, claims, demands, damages, losses, costs, Liabilities, interest or causes of action whatsoever, at Law or in equity, known or unknown, which Seller or its Affiliates might now or subsequently may have, based on, relating to or arising out of this Agreement, the transactions contemplated hereby, the ownership, use or operation of the Assets or the condition, quality, status or nature of the Assets, including rights to contribution under the Comprehensive Environmental Response, Compensation, and benefits that it respectively may have Liability Act of 1980, as against amended, breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, common law rights of contribution and rights under insurance maintained by Buyer or any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofits Affiliates.

Release. For Effective upon the Closing and in receipt by Stockholder of the right to receive the portion of the merger consideration of any Loan and each advance or other financial accommodation hereunderto which Stockholder is entitled at Closing pursuant to the Merger Agreement, each Borrowerif any, voluntarilyStockholder hereby generally releases, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit remises and forever discharge discharges Parent, Merger Sub, the Administrative AgentCompany, Issuing Lender the Stockholders’ Representative, the Surviving Corporation and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders Agents (as herein defined) from and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from against any and all claims, demands, liens, actions, agreements, suits, causes of action, suitsobligations, controversies, debts, disputescosts, attorneys’ fees, expenses, damages, claimsjudgments, obligationsorders and liabilities of whatever kind or nature in law, liabilitiesequity or otherwise, costswhether or not now known or suspected, expensesthat have existed or may have existed, fees (includingor that do exist or that hereafter shall or may exist, without limitationbased on any facts, reasonable attorneys’ fees) events or omissions occurring from any time on or prior to the execution and demands delivery of this Agreement that arise out of any kind whatsoeverrights Stockholder may have in his, at law her or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that its capacity as a holder of Company Capital Stock against the Releasing Parties (Company or any of themits Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) have any claims or rights Stockholder had, has or may have, against have under the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Merger Agreement or any other Released Parties agreements or instruments executed and delivered in connection with the Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Company, any claim or right of Stockholder to be indemnified as a result of serving as a director or officer of the Company, including, but not limited to, any rights available to Stockholder for indemnification or insurance recoveries under the Company’s Organizational Documents, any agreement between Stockholder and the Company or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the Company, any rights with respect to earned but unpaid salary or other compensation or benefits that accrued prior to the Closing in the ordinary course of business. As used herein, an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, stockholders, parents, subsidiaries, Affiliates, partners, related corporate entities, agents, attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any lawLaw, rule rule, provision or regulation statute of any jurisdiction that would states in full (or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist otherwise in substance) as of the date hereof.follows:

Release. For In order to induce the Administrative Agent and in consideration of any Loan and each advance or other financial accommodation hereunderthe Lenders to enter into this Agreement, each Borrower, voluntarily, knowingly, unconditionally, Borrower acknowledges and irrevocably, with specific and express intent, for and on behalf agrees that: (i) no Borrower has any claim or cause of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge action against the Administrative Agent, Issuing Agent or any Lender and each Lender, and each (or any of their its respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (ii) no Borrower has any offset right, shareholders counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions iii) each of the Lender PartiesAdministrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to each Borrower. The Borrowers wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Administrative Agent's and the Lenders' rights, interests, contracts, collateral security or damage resulting therefrom remedies. Therefore, each Borrower unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Agreement, the Credit Agreement, the Forbearance Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which any Borrower might otherwise have against the Releasing Parties (Administrative Agent, any Lender or any of themits directors, officers, employees or agents, in either case (A) have or may have(B), against the Released Parties or on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist kind existing as of the date hereof, or occurring prior to the date hereof.

Release. For 3.1 This deed is in full and in consideration of final settlement of (a) subject to Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any Loan and each advance actions, claims, rights, demands, whether or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallynot presently known or suspected, and irrevocablywhether actual or contingent, with specific from the beginning of time up to and express intentincluding the date of this Deed, for and that Amarin, on behalf of itself and and/or any of its agents, attorneys, heirspredecessors, successors, parents, subsidiaries, affiliates, related entities, and assigns the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Amarin Releasing Parties”) does hereby fully and completely releaseever had, acquit and forever discharge the Administrative Agentmay have or hereafter can, Issuing Lender and each Lendershall or may have against Elan, and each all of their respective Elan’s predecessors, successors, assignsparents, heirssubsidiaries, affiliates, subsidiariesrelated entities, parent companiesand the assigns, transferees, representatives, principals, directorsagents, officers, employeesdirectors and shareholders of any of them, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom acting in such capacity (collectively the “Elan Released Parties”)) arising in connection with or related to the Elan Debt Agreements, of the Elan Charge and from the Zelapar Agreement (the “Amarin Released Claims”) and of: (b) subject to Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any and all actions, causes of action, suits, debts, disputes, damages, claims, obligationsrights, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equitydemands, whether matured or unmaturednot presently known or suspected, liquidated or unliquidated, vested and whether actual or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that from the Releasing Parties (or any beginning of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating time up to events occurring on or before and including the date of this AgreementDeed, that Elan, on behalf of itself and/or any of its predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Elan Releasing Parties”) ever had, may have or hereafter can, shall or may have against Amarin, all of Amarin’s predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Amarin Released Parties”) arising in connection with or related to the Elan Debt Agreements, the Elan Charge and the Zelapar Agreement (the “Elan Released Claims”). 3.2 Nothing in this Deed shall prevent either party making any clams or demands in respect of the Warrant Instrument, the Loan Instrument, the Elan Charge (as amended by the Debenture Amendment Agreement No. 2) or any other than agreement of even date herewith to include for the avoidance of doubt any claim other Restructuring Document or other document described in the “Escrow Letter” of today’s date entered into by Amarin and Elan Corp, in respect of claims arising solely in connection with matters on or after the date of this Deed or any other agreement or arrangement entered into between the parties and/or their respective subsidiary companies subsequent to the parties entering into this Deed 3.3 Nothing in this Deed shall be deemed a release of or otherwise prejudice or affect: (a) EIS’ or Monksland’s rights as ordinary shareholders of Amarin, except to which the extent of the releases provided by the Amarin Releasing Parties to the Elan Released Parties on their behalf, nor their rights under the Registration Rights Agreement dated as of 21 October 1998 and amended by Amendment No. 1 and Waiver dated 27 January 2003 between Amarin, EIS and Monksland; (b) any right of any party to enforce the provisions of this Deed; (c) without prejudice to the generality of the foregoing, any right the Elan Releasing Parties or the Amarin Released Parties may have against the Elan Releasing Parties, the Amarin Released Parties and/or Valeant under (i) the Permax Assignment and Assumption Agreement between EP Inc., Amarin and Valeant Pharmaceuticals International; (ii) the Zelapar Assignment and Assumption Agreement between EPIL and Amarin; (iii) the Zelapar Assignment and Assumption Agreement between Amarin, EPIL and Valeant Pharmaceuticals International; and in particular the rights to indemnification provided thereunder; (d) any provision of any agreement requiring confidential information of a final determination is made party to be kept confidential and/or not misused by the other party; (e) the provisions relating to product liability set out in a judicial proceeding (Clauses 3.4 and 3.5 below; and accordingly, the Elan Debt Agreements and the Zelapar Agreement are deemed terminated with effect from the date of this Deed if not already terminated, so that only the post-termination restrictions on confidentiality shall apply. 3.4 EP Inc and Amarin retain their respective rights and are subject to such obligations as are set out in which Clause 4 of the Administrative Agent Assignment and Lenders Assumption Agreement relating to Permax with effective date 29th March 2002. 3.5 Elan Corp represents and warrants to Amarin that to Elan’s knowledge there are no Proceedings or pending Proceedings that have been commenced against Elan or any of its subsidiaries relating to the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one use of the Released Parties acted product Zelapar in the Clinical Trials. Additionally, to Elan’s knowledge, no such Proceeding has been threatened nor to Elan’s knowledge is Elan aware of any circumstances which are likely to give rise to any Claim (as defined below). 3.6 Amarin shall indemnify Elan from and against any claim, damage or loss, including reasonable attorneys’ fees (a grossly negligent manner“Claim”), illegal manner or with actual willful misconduct. Each Borrower acknowledges to the extent that such Claim is related to the use of Zelapar in the Clinical Trials save that the foregoing release indemnity shall not apply: (a) to the extent a Claim is a material inducement attributable to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon an act or omission of Elan constituting negligence, recklessness, wilful misconduct or fraud by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in Elan; and/or (b) where Elan is breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally warranty and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist representation set out in Clause 3.5 Claim has been commenced as of the date hereofof this Deed or, to the actual knowledge of Elan, is threatened as of the date of this Deed.

Release. For and in consideration of any the Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender Agent and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, DM3\2429630.8 vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductmisconduct or illegal activity. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For Effective (x) with respect to the Theravance Initial Released Claims (as defined below), upon the Closing (and in consideration irrespective of any Loan whether the Innoviva Closing occurs), and each advance or other financial accommodation hereunder(y) with respect to the Theravance Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each Borrowerof Theravance Biopharma and GSK, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its affiliates and subsidiaries (collectively, the “Theravance Biopharma/GSK Releasing Parties”), hereby unconditionally and forever releases, waives and discharges all claims, actions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims, whether known or Unknown Claims, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, whether direct, indirect, derivative, or otherwise, and whether arising in law, equity or otherwise (collectively, “Causes of Action”) that could have been, or may be, asserted by or on behalf of such Theravance Biopharma/GSK Releasing Party against the other Theravance Biopharma/GSK Releasing Party and its affiliates or subsidiaries and the respective current and former officers, managers, affiliates, subsidiaries, partners, directors, employees, agents, members, shareholders, securities holders, note holders, advisors and professionals (including any attorneys, heirsaccountants, successorsconsultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, each solely in its capacity as such (collectively, the “Theravance Biopharma/GSK Released Parties”), to the extent, in each case, based on any act, omission, transaction, event, occurrence or facts or circumstances taking place, being omitted, existing or otherwise arising prior to (i) the Closing (the “Theravance Initial Released Claims”), or (ii) the Innoviva Closing (the “Theravance Subsequent Released Claims”), and, in each case (i) and (ii), relating to (a) that certain Collaboration Agreement, dated as of November 14, 2002, as amended on April 11, 2006 and March 3, 2014, by and between Innoviva and GSK (the “Collaboration Agreement”), (b) the Master Agreement, (c) that certain Extension Agreement, dated as of March 3, 2014, by and between Theravance Biopharma and GSK (the “Extension Agreement”), and assigns (collectively d) the EPAs, in each case including any and all related or ancillary agreements, certificates or documents ((i) and (ii) collectively, the “Theravance Released Claims”). Notwithstanding the foregoing and anything contrary set forth herein, nothing in this Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any right to receive royalties payable by GSK (and related matters) following the Closing, and nothing herein shall limit or affect in any manner GSK’s ownership, intellectual property and control rights with respect to the Collaboration Products (as defined in the Collaboration Agreement) under the Collaboration Agreement. Effective (x) with respect to the Innoviva Initial Released Claims (as defined below), upon the Closing (and irrespective of whether the Innoviva Closing occurs), and (y) with respect to the Innoviva Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each of Innoviva and GSK, on behalf of itself and each of its affiliates and subsidiaries (collectively, the “Innoviva/GSK Releasing Parties”, and together with the Theravance Biopharma/GSK Releasing Parties, the “Releasing Parties”) does ), hereby fully and completely release, acquit unconditionally and forever discharge releases, waives and discharges all Causes of Action that could have been, or may be, asserted by or on behalf of such Innoviva/GSK Releasing Party against the Administrative Agentother Innoviva/GSK Releasing Party and its affiliates or subsidiaries and the respective current and former officers, Issuing Lender and each Lender, and each of their respective successors, assigns, heirsmanagers, affiliates, subsidiaries, parent companies, principalspartners, directors, officers, employees, shareholders agents, members, shareholders, securities holders, note holders, advisors and agents professionals (hereinafter called including any attorneys, accountants, consultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, each solely in its capacity as such (collectively, the “Lender Innoviva/GSK Released Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for together with the acts or omissions of the Lender Theravance Biopharma/GSK Released Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of to the extent, in each case, based on any act, omission, transaction, event, occurrence or facts or circumstances taking place, being omitted, existing or otherwise arising prior to (i) the Closing (the “Innoviva Initial Released Claims”), or (ii) the Innoviva Closing (the “Innoviva Subsequent Released Claims”), and, in each case (i) and from (ii), relating to (a) the Collaboration Agreement, (b) the Master Agreement, (c) the Extension Agreement, and (d) the EPAs, in each case including any and all actionsrelated or ancillary agreements, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees certificates or documents (including, without limitation, reasonable attorneys’ fees(i) and demands (ii) collectively, the “Innoviva Released Claims”, and together with the Theravance Released Claims, the “Released Claims”); provided, however, that (i) claims (if any) related to the incorrect reporting, calculation, or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products (as defined in that certain Limited Liability Company Agreement of TRC (as amended, the “TRC LLC Agreement”)) in calendar year 2021 (regardless of when such payments are recognized, due or paid, provided that such Net Sales occurred in calendar year 2021) shall be handled in accordance with the immediately following paragraph below (such claims described in clause (i) of this proviso are referred to herein as “2021 Claims”) and (ii) claims (if any) related to the incorrect reporting, calculation or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products for the period on or after January 1, 2022 (regardless of when such payments are recognized, due or paid) shall not be deemed Innoviva Released Claims. Notwithstanding the foregoing and anything contrary set forth herein, nothing in this Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any kind whatsoeverright to receive royalties payable by GSK (and related matters) following the Closing, at law and nothing herein shall limit or affect in equityany manner GSK’s ownership, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that intellectual property and control rights with respect to the Releasing Parties (or any of them) have or may have, against Collaboration Products under the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before Collaboration Agreement. During the period from the Closing until the date that is thirty (30) days following the Closing, Innoviva may elect to exercise its rights under Section 6.10 of this the Collaboration Agreement to audit GSK with respect to 2021 Claims. If such election is made, GSK shall provide information and reasonably cooperate with Innoviva and its representatives in connection with such audit in each case in the manner set forth in the Collaboration Agreement and consistent with the prior audit practices under the Collaboration Agreement. Subject to GSK’s compliance in all material respects with the foregoing, other than Innoviva shall use commercially reasonable efforts to cause such audit to be completed within 120 days of the Closing; it being understood and agreed that such 120 day period shall be tolled for any claim as to which a final determination is made in a judicial proceeding (period of time in which GSK fails to comply in any material respect with its cooperation and access obligations (such 120 day period, as may be extended in accordance with the Administrative Agent and Lenders or any foregoing, the “Audit Period”). At the conclusion of the Released Parties have had Audit Period, Innoviva shall provide to GSK a written description (an opportunity “Audit Notice”) in reasonable detail of any Cause of Action it believes it has against GSK with respect to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release2021 Claims. To the furthest extent permitted by lawthat a Cause of Action is identified on such notice, Borrower hereby knowingly, voluntarily, intentionally such Cause of Action (those Causes of Action deriving from it) shall not be deemed an Innoviva Released Claim hereunder and expressly waives and relinquishes any and Innoviva shall have all rights and benefits that remedies available to it respectively under the Collaboration Agreement, applicable law or otherwise in respect thereof. If Innoviva does not exercise its audit right during the 30 day period identified above or does not deliver an Audit Notice within the time specified above, all 2021 Claims shall be deemed Released Claims and Innoviva may have as against any not exercise its right to audit GSK pursuant to Section 6.10 of the Lender Parties Collaboration Agreement or otherwise with respect to any period prior to January 1, 2022. Any Cause of Action not set forth on the Audit Notice shall be deemed a Released Claim. For the avoidance of doubt, nothing herein shall affect Innoviva’s rights to audit in accordance with Section 6.10 of the Collaboration Agreement 2022 or any other Released Parties under any law, rule or regulation year thereafter in respect of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofRetained Products.

Release. For In order to induce the Agent and in consideration of any Loan and each advance or other financial accommodation hereunderthe Banks to enter into this ------- Amendment, each Borrowerof the Borrowers, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agentsSubsidiaries, attorneys, heirs, successors, acknowledges and assigns agrees that: (collectively a) such Person does not have any claim or cause of action against the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lenderthe Arranger, and each the Collateral Agent, the Swing Line Bank or any Bank (or any of their its respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (b) such Person does not have any offset right, shareholders counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions c) each of the Lender PartiesAgent, the Arranger, the Collateral Agent, the Swing Line Bank and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to such Person. Each of the Borrowers, on behalf of itself and its Subsidiaries, wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Agent's, the Arranger's, the Collateral Agent's, the Swing Line Bank's and the Banks' rights, interests, contracts, collateral security or damage resulting therefrom remedies. Therefore, each of the Borrowers, on behalf of itself and its Subsidiaries, unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from x) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank to such Person, except the obligations to be performed by the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (y) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which such Person might otherwise have against the Releasing Parties (Agent, the Arranger, the Collateral Agent, the Swing Line Bank, any Bank or any of themits directors, officers, employees or agents, in either case (x) have or may have(y), against the Released Parties on account of any past or any presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofkind.

Release. For good and in consideration of any Loan and each advance or other financial accommodation hereundervaluable consideration, each Borrowerincluding without limitation the payments provided by Article I, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentSeller, for and on behalf of itself Seller and its Seller’s former and current heirs, executors, administrators, agents, representatives, attorneys, heirsfamily members, successorsdecedents, dependents, affiliates, successors and assigns (collectively the “Releasing Parties”) does assigns, hereby fully voluntarily, knowingly and completely releasewillingly releases, acquit acquits and forever discharge discharges the Administrative AgentBuyer and the Company and their former and current parents, Issuing Lender subsidiaries, divisions, affiliates, predecessors, successors and each Lenderassigns, and each of their respective successorscurrent and former agents, assignsemployees, officers, directors, shareholders, members, trustees, heirs, affiliatesjoint venturers, subsidiariesattorneys, parent companiesrepresentatives, principalsowners and servants, directors(collectively, officers, employees, shareholders and agents (hereinafter called the “Lender PartiesBuyer Entities”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands costs or expenses of any kind whatsoeveror nature whatsoever (collectively, at law or in equity“Claims”), whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown unknown, foreseen or unforeseen, that the Releasing Parties (or any of them) have Seller ever had, now has or may havehave based upon any matter, against cause, fact or thing occurring from the Released Parties or any beginning of them (whether directly or indirectly) relating time up to events occurring on or before and including the date of Seller executes this Agreement. Seller has not filed any Claim, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders lawsuit or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as charge against any of the Lender Parties Buyer Entities. For good and valuable consideration, Buyer, for and on behalf of Buyer’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Seller and his former and current parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of their current and former agents, employees, officers, directors, shareholders, members, trustees, heirs, joint venturers, attorneys, representatives, owners and servants (collectively, the “Seller Entities”), from any and all claims, costs or any other Released Parties under any law, rule or regulation expenses of any jurisdiction kind or nature whatsoever (collectively, “ Buyer Claims”), whether known or unknown, foreseen or unforeseen, that would Buyer ever had, now has or could may have based upon any matter, cause, fact or thing occurring from the effect beginning of limiting time up to and including the extent to which a general release extends to claims which date Buyer executes this Agreement. Buyer has not filed any Buyer Claim, lawsuit or charge against any of the Releasing Parties does not know or suspect to exist as Seller Entities. For good and valuable consideration, the Company, for and on behalf of the Company’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Seller Entities, from any and all claims, costs or expenses of any kind or nature whatsoever (collectively, “Company Claims”), whether known or unknown, foreseen or unforeseen, that the Company ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the date hereofthe Company executes this Agreement. The Company has not filed any Company Claim, lawsuit or charge against any of the Seller Entities.

Release. For As a material part of the consideration for the Administrative Agent, the Required Lenders, the Swingline Lender and in consideration of any Loan the Issuing Lender entering into this Amendment, the Borrower and each advance or other financial accommodation hereunderSubsidiary Guarantor (collectively, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing PartiesReleasors”) does agree as follows (the “Release Provision”): (a) The Releasors, jointly and severally, hereby fully and completely release, acquit release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender, each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, and each of their respective successors, assigns, heirsofficers, affiliatesmanagers, directors, shareholders, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents affiliates (hereinafter called all of the above collectively referred to as the “Lender PartiesGroup”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, causes of actioncounterclaims, demands, damages, debts, agreements, covenants, suits, debts, disputes, damages, claimscontracts, obligations, liabilities, costsaccounts, expensesoffsets, fees (includingrights, without limitationactions, reasonable attorneys’ fees) and demands causes of action of any kind whatsoever, nature whatsoever and whether arising at law or in equity, presently possessed, whether matured known or unmaturedunknown, whether liability be direct or indirect, liquidated or unliquidated, vested presently accrued, whether absolute or contingent, ▇▇▇foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or (b) The Releasors agree not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to be heard) which determination includes a specific finding that one any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductClaims released herein. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Amendment. (e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions of such release. To shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the furthest extent permitted by lawClaims released herein, Borrower hereby knowinglybut the Releasors expressly shall have and intend to fully, voluntarily, intentionally finally and expressly waives forever have released and relinquishes discharged any and all rights and benefits that it respectively may have as against such Claims. The Releasors expressly waive any provision of the Lender Parties statutory or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have decisional law to the effect of limiting the extent to which that a general release extends does not extend to claims which any of Claims that the Releasing Parties releasing party does not know or suspect to exist as in such party’s favor at the time of executing the date hereofrelease.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderUpon Final Judgment, each Borrower, voluntarily, knowingly, unconditionallythe Releasing Parties shall be deemed to have, and irrevocablyby operation of law and of the judgement shall have fully, with specific finally and express intentforever completely compromised, for and on behalf of itself and its agentssettled, attorneysreleased, heirsacquitted, successorsresolved, relinquished, waived, and assigns (collectively discharged the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Tyson Released Parties”), of and Parties from any and all claims, demands, actions, suits, causes of action, suitswhether class, debtsindividual, disputesor otherwise in nature (whether or not any member of the Settlement Class has objected to the Settlement Agreement or makes a claim upon or participates in the Settlement Fund, damageswhether directly, claimsrepresentatively, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law derivatively or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown any other capacity) that the Releasing Parties (ever had, now have, or any of them) have hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and all known and unknown, foreseen and unforeseen, suspected or unsuspected, actual or contingent, liquidated or unliquidated claims, causes of action, injuries, losses, or damages arising from or in connection with any act or omission through the date of Preliminary Approval relating to or referred to in the Action or arising from the factual predicate of the Action (the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant or co-conspirator other than the Tyson Released Parties or (ii) any claims wholly unrelated to the allegations in the Action that are based on breach of them contract, any negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, or securities claim, breach of warranty, or product defect. This reservation of claims set forth in (whether directly or indirectlyi) relating to events occurring on or before the date and (ii) of this Agreementparagraph does not impair or diminish the right of the Tyson Released Parties to assert any and all arguments and defenses to such claims, other than and the Parties agree that all such arguments and defenses are preserved. During the period after the expiration of the deadline for submitting an opt-out notice, as determined by the Court, and prior to Final Judgment, all Releasing Parties who have not submitted a valid request to be excluded from the Settlement Class shall be preliminarily enjoined and barred from asserting any claim as to which a final determination is made in a judicial proceeding (in which and all Released Claims against any and all of the Administrative Agent and Lenders or any Tyson Released Parties. The release of the Released Claims will become effective as to all Releasing Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerupon Final Judgment. Upon Final Judgment, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does further agree that they will not know file any other suit against the Tyson Released Parties arising out of or suspect relating to exist as of the date hereofReleased Claims.

Release. For (a) Subject to Section 7.8 and excluding, in consideration all instances, any claims relating to or arising out of any Loan this Agreement, the Ancillary Documents and the transactions contemplated thereby (in all cases to the extent expressly provided in ARTICLE X below), effective as of the Closing, (i) each advance or other financial accommodation hereunderDesignated Stockholder, each Borrowersolely in its capacity as an equityholder of the Company and solely as it relates to matters arising in connection therewith, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliatesbeneficiaries, subsidiariescreditors, parent companiesAgents, principals, directors, officers, employees, shareholders trustees and agents Affiliates (hereinafter called the “Lender Stockholder Releasing Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions (ii) each of the Lender Purchaser, the Company, and each of the Company’s Subsidiaries, on behalf of itself and its respective successors, assigns, creditors, Agents, trustees, and Affiliates (the “Company Releasing Parties” and together with the Stockholder Releasing Parties, the “Releasing Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges (x) in the case of the Stockholder Releasing Parties, the Purchaser, the Company and each of its Subsidiaries and Special Affiliates and each such Person’s successors, assigns, Affiliates and Agents (the “Company Released Parties”), and (y) in the case of the Company Releasing Parties, each Management Stockholder (as relates to such Management Stockholder’s capacity as an equityholder, officer, director, manager and employee of the Company or who may be liable for any of its Subsidiaries), each Designated Stockholder (solely as it relates to such Designated Stockholder’s capacity as an equityholder of the injury Company), each other officer, director and manager of the Company or damage resulting therefrom any of its Subsidiaries in any such capacity, and each such foregoing Person’s successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, Affiliates and Agents (collectively the “Stockholder Released Parties,” collectively, the “Released Parties”), of and from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, suits, debts, disputes, damages, claimsdemands, obligationsand compensation of every kind and nature whatsoever, liabilitiespast, costspresent or future, expenseswhether known or unknown, fees (includingcontingent or otherwise, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoeversuspected or unsuspected, at law or in equity, whether matured or unmaturedwhich the Stockholder Releasing Parties, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have , on the one hand, and which the Company Releasing Parties, or any of them, on the other hand, had, has or may havehave had at any time in the past until and including the Closing Date, against the Company Released Parties Parties, or any of them (whether in the case of the Stockholder Releasing Parties and solely in their capacity as equityholders of the Company and solely as relates to matters arising in connection therewith), or the Stockholder Released Parties, or any of them (in the case of the Company Releasing Parties and solely (x) with respect to each Management Stockholder, in his capacity as an equityholder, officer, director, manager and employee of the Company or any of its Subsidiaries, (y) with respect to each Designated Stockholder, in such Designated Stockholder’s capacity as an equityholder of the Company and (z) with respect to each other officer, director and manager of the Company or any of its Subsidiaries, in any such capacity), which relate to or arise out of any such Released Party’s prior or existing relationship with the Company, any of its Subsidiaries or any of their respective predecessors or Affiliates and including claims pending on, or asserted after, the Closing Date (collectively, “Causes of Action”). For the sake of clarity, Causes of Action shall not include and may be made against (without the foregoing serving to release) (i) any of the current or former directors, officers or employees of the Company or any of its Subsidiaries from any Liability such Persons may have to the Company or any Subsidiary as a result of such Person’s deliberate fraud, intentional misconduct, embezzlement, larceny, misappropriation or similar crimes and misdemeanors or (ii) the Company or any of its Subsidiaries for any wages, accrued benefits or similar amounts owed to any employee of the Company or any of its Subsidiaries through the Closing Date. (b) Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, hereby represents to the Company Released Parties (in the case of each Stockholder Releasing Party) and to the Stockholder Released Parties (in the case of each Company Releasing Party) that such Releasing Party (i) has not assigned any Causes of Action against such Released Party, (ii) fully intends to release all Causes of Action against such Released Parties including unknown and contingent Causes of Action, and (iii) has consulted with counsel with respect to the execution and delivery of this Release and has been fully apprised of the consequences hereof. (c) Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, hereby irrevocably covenants to refrain from, directly or indirectly) relating to events occurring on or before the date of this Agreement, other than asserting any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity demand, or commencing, instituting or causing to be heard) which determination includes a specific finding that one commenced, any proceeding of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as kind against any of the Lender Company Released Parties (in the case of each Stockholder Releasing Party) and any of the Stockholder Released Parties (in the case of each Company Releasing Party), based upon any Causes of Action. Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, further agrees that, in the event such Releasing Party brings a claim or charge covered by this Section 7.11 or does not dismiss and withdraw any claim covered by this Section 7.11 in which such Releasing Party seeks damages or any other relief against any Company Released Parties under Party (in the case of each Stockholder Releasing Party) or any lawStockholder Released Party (in the case of each Company Releasing Party), rule or regulation of in the event such Releasing Party seeks to recover against any jurisdiction that would such Released Party in any claim brought by a Governmental Entity on such Releasing Party’s behalf, the release in this Section 7.11 shall serve as a complete defense to such claims or could have charges. (d) This Section 7.11 shall be for the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofbenefit of, and shall be enforceable by, each Released Party.

Release. For As a material part of the consideration for the Administrative Agent and in consideration of any Loan the Lenders entering into this Fifth Amendment, the Borrower and each advance or other financial accommodation hereunderSubsidiary Guarantor (collectively, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing PartiesReleasors”) does agree as follows (the “Release Provision”): (a) The Releasors, jointly and severally, hereby fully and completely release, acquit release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, and each of their respective successors, assigns, heirsofficers, affiliatesmanagers, directors, shareholders, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents affiliates (hereinafter called all of the above collectively referred to as the “Lender PartiesGroup”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, causes of actioncounterclaims, demands, damages, debts, agreements, covenants, suits, debts, disputes, damages, claimscontracts, obligations, liabilities, costsaccounts, expensesoffsets, fees (includingrights, without limitationactions, reasonable attorneys’ fees) and demands causes of action of any kind whatsoever, nature whatsoever and whether arising at law or in equity, presently possessed, whether matured known or unmaturedunknown, whether liability be direct or indirect, liquidated or unliquidated, vested presently accrued, whether absolute or contingent, ▇▇▇foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the Fifth Amendment Effective Date. (b) The Releasors agree not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to be heard) which determination includes a specific finding that one any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductClaims released herein. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Fifth Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Fifth Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Fifth Amendment. (e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions of such release. To shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the furthest extent permitted by lawClaims released herein, Borrower hereby knowinglybut the Releasors expressly shall have and intend to fully, voluntarily, intentionally finally and expressly waives forever have released and relinquishes discharged any and all rights and benefits that it respectively may have as against such Claims. The Releasors expressly waive any provision of the Lender Parties statutory or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have decisional law to the effect of limiting the extent to which that a general release extends does not extend to claims which any of Claims that the Releasing Parties releasing party does not know or suspect to exist as in such party’s favor at the time of executing the date hereofrelease.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge In order to induce the Administrative AgentAgent and the Lenders to enter into this Amendment, Issuing the Borrower and the Parent each acknowledges and agrees that: (i) the Borrower and the Parent do not have any claim or cause of action against the Administrative Agent or any Lender and each Lender, and each (or any of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (ii) the Borrower and the Parent do not have any offset right, shareholders counterclaim, right of recoupment or any defense of any kind against the Borrower’s or the Parent’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions iii) each of the Lender PartiesAdministrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower and the Parent. The Borrower and the Parent each wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or damage resulting therefrom remedies. Therefore, the Borrower and the Parent each unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which the Releasing Parties (Borrower or the Parent might otherwise have against the Administrative Agent, any Lender or any of themtheir respective directors, officers, employees or agents, in either case (A) have or may have(B), against the Released Parties on account of any past or any presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofkind.

Release. For and in consideration (a) Effective as of any Loan and each advance or other financial accommodation hereunderthe Closing, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for Seller on such Seller’s own behalf and on behalf of itself and its agents, attorneysSeller’s, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releasetrustees, acquit and forever discharge the Administrative Agentexecutors, Issuing Lender and each Lender, and each of their respective successorsadministrators, assigns, heirsRepresentatives and Affiliates and any other Person that may claim by, affiliatesthrough or in the right of such Seller (collectively, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Seller Releasing Parties”), hereby irrevocably waives, releases and discharges the Company, the Subsidiaries and their Affiliates and any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and other personRepresentatives and any successor, firm, business, corporation, insurer, heir or association which may be responsible or liable for the acts or omissions assign of any of the Lender Partiesforegoing (collectively, or who may be liable for the injury or damage resulting therefrom (collectively the “Purchaser Released Parties”), of and ) from any and all actionsActions, causes of actionLiabilities, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) Contracts and demands claims of any kind or nature whatsoever, at which each Seller Releasing Party or any of their respective Affiliates, or any of their respective heirs, executors, administrators or assigns, now has, has ever had, or may hereafter have against any Purchaser Released Party arising on or prior to the Closing or on account of or arising out of any matter, cause or event related to the Company, any Subsidiary or the Business and occurring on or prior to the Closing, in each case (i) solely to the extent related to such Seller Releasing Party’s capacity as a direct or indirect holder of Equity Interests of the Company and (ii) whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, direct or indirect, both in law or in equity, and such Seller Releasing Party shall not seek to recover any amounts or any other remedy in connection therewith or thereunder from any Purchaser Released Party; provided, however, that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement, the Ancillary Agreements, any directors’ or officers’ liability insurance policy (including the Tail Policy) or the indemnification obligations of the Company or any Subsidiary to any Seller Releasing Party in such Seller Releasing Party’s capacity as a director, officer or manager under the Organizational Documents of the Company or the Subsidiaries. Each Purchaser Released Party that is not a party to this Agreement is an express third-party beneficiary of this Section 6.7(a). (b) Effective as of the Closing, the Purchaser, on its own behalf and on behalf of its heirs, successors, trustees, executors, administrators, assigns, Representatives and Affiliates (including, after the Closing, the Company and the Subsidiaries) and any other Person that may claim by, through or in the right of the Purchaser (collectively, the “Purchaser Releasing Parties”), hereby irrevocably waives, releases and discharges the Sellers and their respective Affiliates and any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and other Representatives and any successor, heir or assign of any of the foregoing (collectively, the “Seller Released Parties”) from any and all Actions, Liabilities, Contracts and claims of any kind or nature whatsoever, which each Purchaser Releasing Party or any of their respective Affiliates, or any of their respective heirs, executors, administrators or assigns, now has, has ever had, or may hereafter have against any Seller Released Party arising on or prior to the Closing, in each case (i) solely to the extent related to such Seller Released Party’s capacity as a direct or indirect holder of Equity Interests of the Company and (ii) whether matured absolute or unmaturedcontingent, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the unknown, suspected or unsuspected, direct or indirect, both in law or in equity, and such Purchaser Releasing Parties (Party shall not seek to recover any amounts or any of them) have other remedy in connection therewith or may havethereunder from any Seller Released Party; provided, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreementhowever, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement or the Ancillary Agreements. Each Seller Released Party that is not a material inducement party to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance this Agreement is an express third-party beneficiary of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofthis Section 6.7(b).

Release. 4.1 For the consideration stated herein, the receipt and in consideration sufficiency of any Loan which are hereby acknowledged, Plaintiff agrees that Plaintiff and each advance or other financial accommodation hereunderall Class Members who do not timely exclude themselves from the Class, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its themselves, their heirs, assigns, executors, executors, administrators, successors, agents, attorneys, heirsrepresentatives and assigns, successorshereby remise, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit release and forever discharge the Administrative AgentDefendants, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliatesparents, subsidiaries, parent companies, principalspresent and former officers, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”)representatives, insurers, and any other personattorneys (collectively, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all liabilities, causes of actions, or claims concerning or arising out of the facts underlying the claim that was asserted in the Amended Complaint invoking section 1681b(b)(2) of the FCRA. 4.2 In addition, the Class Representative, for himself only and not on behalf of the members of the Class, hereby fully, finally, irrevocably, and forever releases the Released Parties from any and all liabilities, claims, causes of action, suitsdamages, debtscosts, disputesattorneys’ fees, losses, or demands arising from the subject matter of the Lawsuit, whether known or unknown, existing or potential, suspected or unsuspected, of any kind or nature whatsoever. 4.3 Upon the Effective Date, Defendants, for themselves, and on behalf of the Released Parties, shall remise, release and forever discharge Plaintiff and all Class Members who do not timely exclude themselves from the Class, from any and all liabilities, causes of actions, or claims concerning or arising out of the facts underlying the claim that was asserted in the Amended Complaint invoking section 1681b(b)(2) of the FCRA. 4.4 Upon the Effective Date, Defendants, for themselves, and on behalf of the Released Parties, shall remise, release and forever discharge Plaintiff and his present and former attorneys, administrators, heirs, agents, insurance carriers from any and all liabilities, claims, causes of action, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) , losses, or and demands arising from the subject matter of the Lawsuit, whether known or unknown, existing or potential, suspected or unsuspected, of any kind of nature whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For and in In further consideration of any Loan and each advance or other financial accommodation hereunderLender’s execution of this Second Amendment, each the Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees successors (including, without limitation, reasonable attorneys’ feesany trustees acting on behalf of Borrower and any debtor-in-possession with respect to any of them), assigns, subsidiaries and affiliates, hereby forever releases Lender and its respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Released Parties”) from any and demands all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of any kind whatsoever, action (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, liquidated fixed or unliquidatedcontingent (collectively, vested or contingent“Claims”), ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) Borrower may have or may have, against the Released Parties which arise from or relate to any actions which the Released Parties may have taken or omitted to take prior to the date this Second Amendment was executed, including without limitation with respect to the obligations of Borrower and any third parties liable in whole or in part, and as debtor, surety or guarantor, for the said obligations and any collateral for the said obligations, except in case of willful misconduct or gross negligence, and except for any breach by the Lender of this Agreement or any other Loan Document.. This release shall include all claims based on the “per annum” calculation as defined in the Note of them interest due to be paid by Borrower, based on the “per annum” definition contained in the Illinois Interest Act, 815 Ill. Comp. Stat. §205/9 et seq., and the duty of good faith and fair dealing. This release shall constitute a complete defense of all Claims. Nothing in this release shall be construed (whether directly or indirectlyshall be admissible in any legal action or proceeding) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or an admission by any of the Released Parties have had an opportunity to be heard) that any defense, indebtedness, obligation, liability, claims or cause of action exists which determination includes a specific finding that one is in the scope of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower those hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofreleased.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder(a) Tenant hereby releases Landlord, each Borrowerits predecessors, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirspredecessors-in-interest, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lendersuccessors-in-interest, and each of their respective successors, assigns, heirs, affiliates, any of its or their subsidiaries, parent companies and related companies, principalsif any, and any of its or their past, present or future directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”)shareholders, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”)employees, of and from any and all manner of actions, causes past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to the Lease. (b) Effective upon Landlord’s receipt of actionthe $83,000.00 payment described in Section 2(a), suitsabove, debtsconcurrently with Tenant’s execution and delivery of this First Amendment to Landlord, disputesLandlord hereby releases Tenant, damagesits predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any of its subsidiaries, parent companies and related companies, if any, and any of its or their past, present or future directors, officers, shareholders, and employees, of and from all manner of actions, past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to any late payments of Rent or failure to pay Rent on a timely basis prior to the date of this First Amendment. Upon the later of the Expiration Date or the date on which Tenant has fully and completely performed all of its duties, obligations, responsibilities, and liabilities under the Lease and this First Amendment (including the payment of Note “A” and Note “B” in accordance with their terms) and has fully and completely complied with the terms and provisions of the Lease (as amended hereby) (the later of such dates is herein called the “Completion Date”), Landlord shall release Tenant, its predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any of its or their subsidiaries, parent companies and related companies, if any, and any of its or their past, present or future directors, officers, shareholders, and employees, of and from all manner of actions, past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to the Lease, except for any actions, claims, obligationsdemands, liabilities, costs, expenses, fees or controversies arising with respect to events occurring or circumstances existing prior to or as of the Completion Date (including, without limitation, reasonable attorneys’ fees) any such actions, claims, demands or controversies arising in connection with Tenant’s duties and demands of any kind whatsoever, at law obligations set forth in Article 9 or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any Section 14.1 of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofLease).

Release. For Effective as of, and in consideration of any Loan and each advance or other financial accommodation hereunderexpressly conditioned upon, the Closing, each BorrowerContributor, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself such Contributor and each of such Contributor’s Subsidiaries, general partners, managing members and its agentsand their respective Related Persons (collectively, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releaseReleasors“), acquit releases and forever discharge the Administrative Agentdischarges PEGC I, Issuing Lender PEGC I OP, each Contributed Company and each LenderSubsidiary thereof, and each of their respective successorsindividual, assignsjoint or mutual, heirspast, affiliatespresent and future Representatives, subsidiariessuccessors and assigns (individually, parent companiesa “Releasee” and collectively, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender PartiesReleasees”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, demands, Proceedings, causes of actionaction and Judgments that such Releasor now has, suitshas ever had or may hereafter have against the respective Releasees, debtsin each case of any nature (whether absolute or contingent, disputesasserted or unasserted, damagesknown or unknown, claimsprimary or secondary, obligationsdirect or indirect, liabilitiesand whether or not accrued), costsarising contemporaneously with or before the Closing Date or on account of or arising out of any matter, expensescause or event occurring contemporaneously with or before the Closing Date (collectively, fees the “Released Claims”). Notwithstanding the foregoing, the term “Released Claims” shall not include claims brought by Releasors with respect to (includinga) the obligations or PEGC I, without limitationPEGC I OP or their respective Subsidiaries under this Agreement or any Ancillary Agreement, reasonable attorneys’ fees(b) any claim related to employment with PEGC I, PEGC I OP, the Contributors, the Contributed Companies or any of their Subsidiaries or (c) any rights to indemnification or reimbursement from any Contributed Company or Subsidiary thereof, whether pursuant to their respective certificate of incorporation or by-laws (or comparable documents), Contract or otherwise and demands whether or not relating to claims pending on, or asserted after, the Closing Date. Each Contributor, on behalf of itself and each of its Subsidiaries and executive officers, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actionReleasee, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes based upon any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofClaim.

Release. For Effective upon the Closing and in delivery to Company Stockholders of the right to receive the portion of the merger consideration of any Loan and each advance or other financial accommodation hereunderto which such stockholders are entitled at Closing pursuant to the Merger Agreement, each Borrowerif any, voluntarilyStockholder hereby generally releases, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit remises and forever discharge discharges Parent, Merger Sub, the Administrative AgentCompany, Issuing Lender the Stockholders’ Representative, the Surviving Corporation and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders Agents (as herein defined) from and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from against any and all claims, demands, liens, actions, agreements, suits, causes of action, suitsobligations, controversies, debts, disputescosts, attorneys’ fees, expenses, damages, claimsjudgments, obligationsorders and liabilities of whatever kind or nature in law, liabilitiesequity or otherwise, costswhether or not now known or suspected, expensesthat have existed or may have existed, fees (includingor that do exist or that hereafter shall or may exist, without limitationbased on any facts, reasonable attorneys’ fees) events or omissions occurring from any time on or prior to the execution and demands delivery of this Agreement that arise out of any kind whatsoeverrights Stockholder may have in his, at law her or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that its capacity as a holder of Parent Capital Stock against the Releasing Parties (Parent or any of themits Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) have any claims or rights Stockholder had, has or may have, against have under the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Merger Agreement or any other Released Parties agreements or instruments executed and delivered in connection with the Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Parent, any claim or right of Stockholder to be indemnified as a result of serving as a director or officer of the Parent, including, but not limited to, any rights available to Stockholder for indemnification or insurance recoveries under the Parent’s Organizational Documents, any agreement between Stockholder and the Parent or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the Parent, any rights with respect to earned but unpaid salary or other compensation or benefits that accrued prior to the Closing in the ordinary course of business. As used herein, an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, stockholders, parents, subsidiaries, Affiliates, partners, related corporate entities, agents, attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any lawLaw, rule rule, provision or regulation statute of any jurisdiction that would states in full (or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist otherwise in substance) as of the date hereof.follows:

Release. For This release of claims (the “Release”) set forth in this Agreement is entered into by you as a condition precedent to receiving the severance and in consideration severance related benefits herein. In exchange for the receipt of any Loan the severance and each advance or other financial accommodation hereunderseverance-related benefits, each Borroweryou for yourself, your heirs and assigns and anyone else acting on your behalf, hereby voluntarily, knowingly, unconditionally, knowingly and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit irrevocably and forever discharge the Administrative AgentCompany, Issuing Lender including without limitation each of its subsidiaries, and each Lendertheir respective successors, as well as their respective present, former, and future officers, directors, shareholders, employees, and agents, in both their individual and representative capacities, and each of their respective successorsheirs and assigns (the “Releasees”) from all actions, assignsclaims, heirsdemands, affiliatescauses of actions, obligations, damages, liabilities, expenses and controversies of any nature whatsoever, whether known or not now known or suspected, which you had, have or may have against the Releasees from the beginning of time up to and including the date you sign this Release (the “Waived Claims”). The Waived Claims that you forever and irrevocably give up and release when the Release becomes effective on the Effective Date include, but are not limited to, all claims related to (i) your employment at the Company, including without limitation its subsidiaries, parent companiesor the termination of your employment, principals(ii) statements, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions by the Releasees, (iii) any express or implied agreement between you and the Releasees, (iv) wrongful discharge, defamation, slander, breach of express or implied contract, negligent and/or intentional misrepresentation or infliction of emotional distress, breach of an implied covenant of good faith and fair dealing, claims of intentional or negligent interference with economic, employment, or contractual rights or promissory estoppel, (v) any federal, state, or local law or regulation prohibiting discrimination in employment or otherwise regulating employment, including but not limited to, the Age Discrimination in Employment Act of 1967, as amended (ADEA), the Older Worker Benefit Protections Act, the Equal Pay Act of 1963, Title VII of the Lender PartiesCivil Rights Acts of 1964, or who may be liable for as amended, the injury or damage resulting therefrom Civil Rights Act of 1991, the Family Medical Leave Act of 1993 (collectively the “Released Parties”FMLA), the Americans with Disabilities Act of 1990 (ADA), the Worker Adjustment and from Retraining Notification Act, the Fair Labor Standards Act of 1938, as amended, the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 42 U.S.C. Sections 1981 through 1988, the Consolidated Omnibus Reconciliation Act of 1986 (COBRA) the New York State Human Rights Law and the New York City Human Rights Act, (vi) any and all actionsclaim for wages, causes of actioncommissions, suitsbonuses, debtsincentive compensation, disputesvacation pay, damages, claims, obligations, liabilities, costs, expenses, fees employee benefits (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or except as set forth in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date paragraph 3 of this Agreement), other than expenses or allowances of any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerkind, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under payment or compensation, according to the terms of each of those plans. You are not waiving any law, rule claims with respect to your rights to enforce this Agreement. You are not waiving or regulation of releasing any jurisdiction rights or claims that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of may arise after the date hereofthat you sign this Agreement.

Release. For In order to induce the Agents and in consideration of any Loan and each advance or other financial accommodation hereunderthe Lenders to enter into this Amendment, each Borrower, voluntarily, knowingly, unconditionally, of the Borrowers acknowledges and irrevocably, with specific and express intent, for and on behalf agrees that: (a) none of itself and the Borrowers has any claim or cause of action against the Agents or any Lender (or any of its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents employees or agents); (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions b) none of the Lender PartiesBorrowers has any offset right, counterclaim or who may be liable for defense of any kind against any of their respective obligations, indebtedness or liabilities to the injury Agents or damage resulting therefrom any Lender; and (collectively c) each of the “Released Parties”)Agents and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers. The Borrowers wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agents' and from the Lenders' rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrowers unconditionally releases, waives and forever discharges (x) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of any Agent or any Lender to any of the Borrowers, except the obligations to be performed by any Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (y) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which the Releasing Parties (Borrowers might otherwise have against any Agent, any Lender or any of themits directors, officers, employees or agents, in either case (x) have or may have(y), against the Released Parties on account of any past or any presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofkind.

Release. For and in consideration of any Loan and each advance (a) The Purchaser acknowledges that the Seller may possess material nonpublic information regarding the Company not known to the Purchaser (the “Seller Information”). The Seller Information may or other financial accommodation hereundermay not be material, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and may or may not have been publicly disclosed by or on behalf of itself the Company or the Seller, directly or indirectly, and may or may not be available to Purchaser from sources other than the Company or the Seller. Effective upon the Closing, the Purchaser hereby: (i) agrees that none of the Seller, its agentsdirectors, officers, partners, stockholders, members, investors, employees, attorneys, heirsagents or representatives or any Affiliate of the foregoing (together, successors, with the successors and assigns (collectively of any such Person, the “Releasing Seller Released Parties”) does hereby fully and completely release, acquit and forever discharge shall have any liability to the Administrative Agent, Issuing Lender and each Lender, and each Purchaser or its Affiliates (or any of their respective successors, assignsassigns or heirs) with respect to the existence, heirspossession or non-disclosure of any Seller Information, affiliateswhether arising directly or indirectly, subsidiariesprimarily or secondarily, parent companiesby contract or operation of law or otherwise, principalsincluding as a matter of contribution, directorsindemnification, officersset-off, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurerrescission, or association which may be responsible reimbursement; (ii) irrevocably and fully waives, releases, acquits and discharges forever any right, claim or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes cause of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured arising from or unmaturedrelating to, liquidated directly or unliquidatedindirectly, vested the existence, possession or contingentnon-disclosure of any Seller Information, ▇▇▇▇▇▇ including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or inchoatethe rules and regulations promulgated by the SEC under the Exchange Act, known and relinquishes all rights and remedies accorded by applicable Law to a buyer of securities with respect to the Shares to the maximum extent permitted by Law, as well as all rights to participate in any claim, action or unknown that remedy others may now or hereafter have with respect to the Releasing Parties foregoing; (iii) with respect to the purchase and sale of the Shares, releases and discharges each Seller Released Party of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which Purchaser and/or its Affiliates (or any of themtheir respective successors, assigns or heirs) may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Seller Information whether asserted, unasserted, absolute, contingent, known or unknown; (iv) represents to each Seller Released Party that (A) it has not assigned any claim or possible claim against any Seller Released Party, (B) it fully intends to release all claims against the Seller Released Parties as set forth above, and (C) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 3.1(a); and (v) agrees not to institute any action against any Seller Released Party with respect to any of the claims released pursuant to this Section 3.1(a). (b) The Seller acknowledges that the Purchaser may possess material nonpublic information regarding the Company not known to the Seller (the “Purchaser Information”). The Purchaser Information may or may havenot be material, against may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to Seller from sources other than the Company or the Purchaser. Effective upon the Closing, the Seller hereby: (i) agrees that none of the Purchaser, its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or representatives or any Affiliate of the foregoing (together, with the successors and assigns of any such Person, the “Purchaser Released Parties Parties”) shall have any liability to the Seller or its Affiliates (or any of them (their respective successors, assigns or heirs) with respect to the existence, possession or non-disclosure of any Purchaser Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (ii) irrevocably and fully waives, releases, acquits and discharges forever any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Purchaser Information, including without limitation pursuant to events occurring on Sections 10(b) and 20A of the Exchange Act, or before the date rules and regulations promulgated by the SEC under the Exchange Act, and relinquishes all rights and remedies accorded by applicable Law to a seller of this Agreementsecurities with respect to the Shares to the maximum extent permitted by Law, other than as well as all rights to participate in any claim as claim, action or remedy others may now or hereafter have with respect to the foregoing; (iii) with respect to the purchase and sale of the Shares, releases and discharges each Purchaser Released Party of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which a final determination is made in a judicial proceeding Seller and/or its Affiliates (in which the Administrative Agent and Lenders or any of their respective successors, assigns or heirs) may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Purchaser Information whether asserted, unasserted, absolute, contingent, known or unknown; (iv) represents to each Purchaser Released Party that (A) it has not assigned any claim or possible claim against any Purchaser Released Party, (B) it fully intends to release all claims against the Purchaser Released Parties have had an opportunity as set forth above, and (C) it has been advised by, and has consulted with, counsel with respect to be heard) which determination includes a specific finding that one the execution and delivery of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder this Agreement and has been relied upon by fully apprised of the Lenders in agreeing to make consequences of the Loans waivers and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction in this Section 3.1(b); and (v) agrees not to institute any action against any actionPurchaser Released Party with respect to any of the claims released pursuant to this Section 3.1(b). (c) Notwithstanding anything herein to the contrary, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To Sections 3.1(a) and 3.1(b) above shall not be deemed to constitute a release or discharge of, or otherwise apply to, any claim or cause of action, at law or in equity, of either party against the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation party for breach of any jurisdiction that would representation or could have warranty made under this Agreement or the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofother Transaction Documents.

Release. For ‌ 6.1 Upon the entry of the Final Order and in consideration of any Loan Judgment, Plaintiffs and each advance or other financial accommodation hereunderSettlement Class Member, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself themselves and its their current and former/predecessor agents, heirs, executors and administrators, successors, assigns, insurers, attorneys, heirsrepresentatives, successorsshareholders, and assigns any and all persons who in the future seek to claim through or in the name or right of any of them (collectively the “Releasing Parties”) does hereby fully and completely release), acquit release and forever discharge the Administrative Agent(as by an instrument under seal without further act by any person, Issuing Lender and each Lenderupon good and sufficient consideration), Defendants and each of their respective successorscurrent or former administrators, assignsinsurers, heirsreinsurers, affiliatesagents, subsidiariesfirms, parent companies/corporations, principalssister companies/corporations, subsidiaries and affiliates (including without limitation Mercedes-Benz US International), and all other entities, including without limitation manufacturers, suppliers, and distributors (including wholesale and retail distributors), and affiliated dealerships, and all of the foregoing persons’ or entities’ respective predecessors, successors, assigns and present and former officers, directors, officersshareholders, employees, shareholders and agents agents, attorneys, representatives, as well as their insurers (hereinafter called the “Lender Parties”)collectively, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”) from each and every claim of liability, on any legal or equitable ground whatsoever, including relief under federal law or the laws of any state, that were or could have been made regarding or related to the Litigation Claims, but not including claims for personal injury, wrongful death, or emotional distress (the “Released Claims”). 6.2 The releases provided for herein are as a result of membership as a Settlement Class Member or status as a Person with a legal right to assert claims of a Settlement Class Member, the Court’s approval process herein, and occurrence of the Effective Date, and from are not conditional on receipt of payment by any particular Settlement Class Member. Persons who, after the date of the Preliminary Approval Order, acquire legal rights to assert claims within the scope of this Agreement that belong initially to a Settlement Class Member shall take such rights subject to all of the terms, time periods, releases, caps, prohibitions against overlapping or double recoveries, and other provisions contained herein. 6.3 The release provided by this Agreement shall be and is broad and expansive and shall include the release of all actions, causes of action, suits, debts, disputes, damages, claimsburdens, obligationsobligations of liability of any sort, liabilities, costs, expenses, fees (including, without limitation, reasonable penalties, punitive damages, exemplary damages, statutory damages, damages based upon a multiplication of compensatory damages, court costs, or attorneys’ fees) and demands of fees or expenses, which might otherwise have been made in connection with any kind whatsoeverReleased Claims. However, at law excluded from this release are any claims for personal injury, wrongful death, or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown emotional distress. 6.4 The release includes all claims that the Releasing Parties (or any of them) have or may havehereafter discover including, against without limitation, claims, injuries, damages, or facts in addition to or different from those now known or believed to be true with respect to any matter disposed of by this settlement. The Releasing Parties have fully, finally, and forever settled and released any and all such claims, injuries, damages, or facts, whether known or unknown, suspected or unsuspected, contingent or non-contingent, past or future, whether or not concealed or hidden, which exist, could exist in the Released future, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future related to matters arising from or in any way related to, connected with, or resulting from the Litigation Claims, including, but not limited to, conduct which is negligent, reckless, willful, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. 6.5 The Releasing Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any shall be deemed by operation of the Released Parties Final Order and Judgment in the Litigation to have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges acknowledged that the foregoing release is was separately bargained for and a material inducement to Administrative Agent’s key element of this Settlement of which the releases herein are a part. The Releasing Parties expressly and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the intentionally release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively which they now have or in the future may have as against any under the terms of the Lender law (whether statutory, common law, regulation, or otherwise) of any other state or territory of the United States within the scope of the Released Claims. 6.6 Class Counsel shall cooperate with Released Parties to ensure that the releases set forth in the Final Approval Order are given their full force and effect (including by seeking the inclusion of the releases in the Final Order and Judgment and the Reimbursement Claims Forms) and to ensure that Releasing Parties comply with their obligations set forth in this Agreement. 6.7 In the event that any Releasing Party seeks to invoke California Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (or any other Released Parties under any law, rule like provision or regulation principle of law of any jurisdiction jurisdiction) in connection with the Litigation Claims, the Releasing Parties and each of them expressly waive the provision of California Civil Code § 1542 (or any other like provision or principle of law of any jurisdiction) to the full extent that would or could have the effect of limiting the extent these provisions may be applicable to which a general release extends to claims which any this release. Each of the Releasing Parties does hereby does, and shall be deemed to, have considered the possibility that the number or magnitude of all claims may not know currently be known; nevertheless, each of the Releasing Parties assumes the risk that claims and facts additional, different, or suspect contrary to the claims and facts that each believes or understands to exist as may now exist or may be discovered after the settlement becomes effective. Each of the date hereofReleasing Parties agrees that any such additional, different, or contrary claims and facts shall in no way limit, waive, or reduce the foregoing release, which shall remain in full force and effect. Nothing in this paragraph shall be construed as modifying or limiting the other provisions of the settlement concerning the potential availability of claims. Nothing in this paragraph shall be construed as waiving or releasing any personal injury, wrongful death, or emotional distress claims. 6.8 No Releasing Party shall recover, directly or indirectly, any sums for Released Claims from the Released Parties, other than consideration and sums received under this Agreement and that the Released Parties shall have no obligation to make any payments to any non-parties for liability arising out of the Released Claims, other than as set forth in this Settlement.

Release. For As a material part of the consideration for the Administrative Agent, the Collateral Agent and in consideration of any Loan the Lenders entering into this Fifth Amendment, the Borrower and each advance or other financial accommodation hereunderLoan Party (collectively, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing PartiesReleasors”) does agree as follows (the “Release Provision”): (a) Other than with respect to the agreements of the Lenders specifically set forth herein, the Releasors, jointly and severally, hereby fully and completely release, acquit release and forever discharge the Administrative Agent, Issuing the Collateral Agent, each Lender and the Administrative Agent’s, the Collateral Agent’s and each Lender’s predecessors, and each of their respective successors, assigns, heirsparticipants, affiliatesofficers, managers, directors, shareholders, partners, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents affiliates (hereinafter called all of the above collectively referred to as the “Lender PartiesGroup”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, causes of actioncounterclaims, demands, damages, debts, agreements, covenants, suits, debts, disputes, damages, claimscontracts, obligations, liabilities, costsaccounts, expensesoffsets, fees (includingrights, without limitationactions, reasonable attorneys’ fees) and demands causes of action of any kind whatsoever, nature whatsoever and whether arising at law or in equity, presently possessed, whether matured known or unmaturedunknown, whether liability be direct or indirect, liquidated or unliquidated, vested presently accrued, whether absolute or contingent, ▇▇▇foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the date hereof. (b) The Releasors agree not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to be heard) which determination includes a specific finding that one any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductClaims released herein. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Fifth Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Fifth Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, the Collateral Agent and each Lender to enter into this Fifth Amendment. (e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions of such release. To shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the furthest extent permitted by lawClaims released herein, Borrower hereby knowinglybut the Releasors expressly shall have and intend to fully, voluntarily, intentionally finally and expressly waives forever have released and relinquishes discharged any and all rights and benefits that it respectively may have as against such Claims. The Releasors expressly waive any provision of the Lender Parties statutory or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have decisional law to the effect of limiting the extent to which that a general release extends does not extend to claims which any of Claims that the Releasing Parties releasing party does not know or suspect to exist as in such party’s favor at the time of executing the date hereofrelease.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderEffective at the Closing, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentSeller, for itself and on behalf of itself its Affiliates, hereby irrevocably and its agentsunconditionally releases, attorneys, heirs, successorsacquits, and assigns (collectively forever discharges, without any additional consideration or the “Releasing Parties”) does hereby fully and completely releaseneed for additional documentation, acquit and forever discharge the Administrative AgentMavrix, Issuing Lender and each LenderCanton Renewables, ▇▇▇▇ ▇▇▇▇▇▇, and each of their respective successors, assigns, heirs, affiliatesand legal and personal representatives (collectively, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and ) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or Liabilities, damages, causes of action, suits, debts, disputes, damages, claims, obligations, liabilitiesrights, costs, expensesloans, fees debts and expenses (including, without limitation, reasonable including attorneys’ fees) fees and demands costs actually incurred), of any kind nature whatsoever, at law known, unknown, or in equitypresently unknowable, contingent or absolute, whether matured asserted or unmaturednot, liquidated now existing or unliquidatedwhich may subsequently accrue to them in the future, vested emanating from, in connection with, related to or contingentarising out of the ownership of Mavrix, Canton Renewables and ▇▇▇▇ ▇▇▇▇▇▇ or inchoatethe management or operation of the Business before the Closing, known provided, however, that nothing in this Section 4.22 shall (a) limit in any manner any rights to indemnification, advancement or unknown that the Releasing Parties (or any reimbursement of them) have or may haveexpenses to which current and former directors, against officers and managers of the Released Parties may be entitled to pursuant to the applicable Organizational Documents, (b) constitute a release of claims against Aria, Republic Services, Inc. or any other member, strategic partner or contractual counterparty of them any of the Released Parties, or (whether directly c) apply to any employee or indirectly) contractor of Seller or its Affiliates prior to the Closing, including, without limitation, the Transferred Employees (the “Released Claims”). This release shall only relate to those claims relating to events the conduct occurring on or before the date of this AgreementClosing Date. Effective at the Closing, other than Seller hereby agrees that it shall not, and shall cause its Affiliates not to, institute, pursue, solicit, encourage, or assist any Proceeding or claim as in state, provincial or federal court against or adverse to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity arising from or attributable to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofClaims.

Release. For (a) Effective as of the Closing Date, except as set forth on Schedule 4.28 and in consideration of for any Loan and each advance rights or other financial accommodation hereunderobligations under this Agreement or the Ancillary Agreements, each Borrower, voluntarily, knowingly, unconditionally, of Buyer and irrevocably, with specific and express intent, for and the Company Group on behalf of itself and each of its agentsSubsidiaries and Affiliates and each of its current and former officers, attorneysdirectors, heirsemployees, successorspartners, members, advisors, successors and assigns (collectively collectively, the “Buyer Releasing Parties”) does ), hereby fully irrevocably and completely release, acquit unconditionally releases and forever discharge discharges the Administrative AgentEarthbound Holders, Issuing Lender their Affiliates, each of their direct and each Lenderindirect equity holders, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principalscurrent and former officers, directors, officers, employees, shareholders partners, managers, advisors, successors and agents assigns (hereinafter called solely in their capacities as such) (collectively, the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Seller Released Parties”), ) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, disputesdues, damagesaccounts, claimsbonds, obligationsContracts and covenants (whether express or implied), liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and claims and demands of any kind whatsoever, at law whatsoever whether in Law or in equity, including any rights to indemnification or reimbursement from any Seller Released Parties whether matured pursuant to their constituent documents, Contracts or unmaturedotherwise (collectively, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the “Buyer Released Claims”) which the Buyer Releasing Parties (may have against each of the Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of them) have or may have, against the Seller Released Parties occurring or any of them (whether directly or indirectly) relating to events occurring arising on or before prior to the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, other than nothing contained in this Agreement shall operate to release (i) any claim Buyer Released Claims that any Buyer Releasing Party may have against any Seller Released Party arising under, or related to, this Agreement, the Ancillary Agreements or the Subject Transactions or (ii) any person outside its capacity as a Seller Released Party. Notwithstanding anything to which a final determination is made the contrary set forth herein, nothing in a judicial proceeding this Agreement shall limit the releases set forth in the Letters of Transmittal. (in which the Administrative Agent and Lenders or any b) Effective as of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of Closing Date, except as set forth on Schedule 4.28 and for any rights or obligations under this Agreement or the Released Parties acted in a grossly negligent mannerAncillary Agreements, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s Earthbound Holders and each Lender’s decision to extend to Borrower of their direct and indirect equity holders and each of its current and former officers, directors, employees, successors and assigns (collectively, the financial accommodations hereunder “Seller Releasing Parties”), hereby irrevocably and has been relied upon by unconditionally releases and forever discharges each of Buyer and the Lenders Earthbound Group, HM Earthbound LLC and their Affiliates, each of their direct and indirect equity holders, and each of their respective current and former officers, directors, employees, successors and assigns (solely in agreeing to make their capacities as such) (collectively, the Loans “Buyer Released Parties”) of and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in Law or in equity, including any rights and benefits that it respectively to indemnification or reimbursement from any Buyer Released Parties whether pursuant to their constituent documents, Contracts or otherwise (collectively, the “Seller Released Claims”) which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case solely in respect of any cause, matter or thing relating to such Earthbound Holder’s status as an equityholder of Topco or the Company Group, respectively. Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall operate to release (i) any Seller Released Claims that any Seller Releasing Party may have against any of Buyer Released Party arising under, or related to, this Agreement, the Lender Parties Ancillary Agreements or the Subject Transactions or (ii) any other person outside its capacity as a Buyer Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofParty.

Release. For In order to induce the Administrative Agent and in consideration the Lenders to enter into this Agreement, the Borrower and each other Loan Party acknowledges and agrees that: (i) none of the Loan Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent, any Lender or any Affiliate of any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Loan Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Loan Parties’ or any of their Affiliates’ obligations, indebtedness or liabilities to the Administrative Agent, any Lender or any Affiliate of any Lender; and (iii) each of the Administrative Agent, the Lenders and their Affiliates has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties and any of their Affiliates. Each of the Loan Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Lenders’ and their Affiliates’ rights, interests, contracts, collateral security or remedies. Therefore, each of the Loan Parties and each advance of their Affiliates unconditionally and irrevocably remises, acquits, waives and fully and forever releases and discharges (A) any and all liabilities, obligations, duties, promises or other financial accommodation hereunderindebtedness of any kind of the Administrative Agent, each Borrowerthe Lenders, voluntarilythe L/C Issuer, knowinglyall respective Affiliates and subsidiaries of the Administrative Agent, unconditionallythe Lenders, and irrevocablythe L/C Issuer, with specific and express intenttheir respective officers, for and on behalf of itself and its servants, employees, agents, attorneys, principals, directors and shareholders, and their respective heirs, successorslegal representatives, successors and assigns (collectively collectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Released Lender Parties”), except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Agreement and any the other personLoan Documents, firmand (B) all claims, businessdemands, corporationobligations, insurerremedies, or association which may be responsible or liable for the acts or omissions of the Lender Partiessuits, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”)damages, of and from any and all actionsliabilities, offsets, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, suspected or claimed, whether arising under common law, in equity or under statute, which the Releasing Parties (Borrower ever had or now has against the Released Lender Parties, or which any Loan Party or any of them) their Affiliates might otherwise have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Lender Parties, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Loan Parties have had an opportunity and each of their Affiliates agree not to be heard) which determination includes a specific finding that one ▇▇▇ any of the Released Lender Parties acted or prosecute or cause to be commenced or prosecuted, or in a grossly negligent mannerany way assist any other person or entity in suing, illegal manner prosecuting or with actual willful misconductcausing to be commenced any suit or prosecution of any of the Released Lender Parties. Each Borrower acknowledges that the foregoing This release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the provisions of such releaserelease contained herein. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any The agreements of the Lender Borrower and the Loan Parties or any other Released Parties under any law, rule or regulation set forth in this Section 10.20 shall survive termination of any jurisdiction that would or could have this Agreement and the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofLoan Documents.

Release. For Effective upon (and in consideration of any Loan and each advance or other financial accommodation hereunderonly upon) the Closing Date (the “Effective Date”), each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentReleasor Party, for and on behalf of itself and its agentspast, attorneys, heirs, successorspresent, and assigns future subsidiaries (collectively other than the Group Companies), and its and their respective successors and assigns, and anyone claiming through any of them (collectively, the “Releasing PartiesReleasors”) does ), hereby forever fully and completely releaseirrevocably release and discharge Buyer, acquit the Company and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successorsdirect and indirect subsidiaries and its and their respective past, assigns, heirs, affiliates, subsidiaries, parent companies, principals, present and future directors, officers, managers, employees, shareholders agents and agents (hereinafter called the “Lender Parties”)representatives, and any other personits and their respective heirs, firmexecutors, businessadministrators, corporationestates, insurerpredecessors, or association which may be responsible or liable for the acts or omissions of the Lender Partiessuccessors and assigns, or who may be liable for the injury or damage resulting therefrom as applicable, such individuals solely in their official capacities as such (collectively collectively, the “Released Parties”), of and from any and all actions, causes of actionsuits, suitsclaims, demands, debts, disputes, damages, claimsagreements, obligations, liabilitiespromises, judgments or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (including, claims for damages under a writing or contract or agreement or arising under duty or alleged tortious conduct, costs, expenses and attorneys’, brokers’, financial advisors’ and accountants’ fees and expenses) arising out of or related to events, fees facts, promises, representations (orally or in writing, affirmative or omitted), conditions or circumstances existing or arising on or prior to the Effective Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, patent or latent, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agrees to waive and refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding of any kind, in any court or before any arbitration, alternative dispute resolution or other tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 2, “Released Claims” does not include, and the provisions of this Section 2 shall not release or otherwise diminish (a) any obligation, right, benefit or entitlement of any party hereto set forth in or arising under any provision of the Purchase Agreement, this Release Agreement or any other Ancillary Agreement (including, without limitation, reasonable attorneys’ feesany obligation to make a payment to a Releasor Party, or the right of a Releasor Party to receive a payment, of the transaction proceeds in accordance with and subject to the terms of the Purchase Agreement or such other agreement); and (b) claims which may not otherwise be released as a matter of applicable Law. Each Releasor Party covenants and demands of agrees that it will not at any kind time hereafter commence, initiate or make any charge, complaint, action, suit, proceeding, hearing, claim or demand whatsoever, at law whether direct or in equityindirect, whether matured express or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may havederivative, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to Parties, in respect of any Released Claim. The release set forth in this Section 2 may be heard) which determination includes a specific finding that one pleaded by any of the Released Parties acted in a grossly negligent mannerParties, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a the basis for an injunction against any actionaction at law or equity instituted or maintained against such Released Party in violation hereof. If any Released Claim is brought or maintained by a Releasor Party against any Released Party in violation of the release set forth in this Section 2, suit or other proceeding which may such Releasor Party will be institutedresponsible for all costs and expenses, prosecuted or attempted including reasonable attorneys’ fees, incurred by the Released Party in breach of defending the same. As to the Released Claims, the Releasors acknowledge and agree that they are aware of, have had the opportunity to seek legal counsel and are familiar with the provisions of such release. To California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” With full awareness and understanding of this provision, the furthest extent permitted by law, Borrower Releasors hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and waive all rights and benefits that it respectively may have as against any of the Lender Parties this provision or any other Released Parties comparable provision under any lawstate, rule federal or regulation non-U.S. law may give to such party as well as under any other statute or common law principles of similar effect. The Releasors understand that the facts with respect to which the release in this Section 2 is given may hereafter prove to be different from the facts now known or believed by them, and the Releasors hereby accept and assume the risk thereof and agree that such release and this Release Agreement shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any jurisdiction that would or could have the effect of limiting the extent to which a such difference in facts. The releases herein shall be construed broadly as general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofreleases.

Release. For and in consideration (a) Effective as of any Loan and each advance or other financial accommodation hereunderthe Closing, each BorrowerBuyer, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, Subsidiaries (including the Company and Blocker) and its and their respective successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Buyer Releasing Persons”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges any rights, claims and Losses of any type that any Buyer Releasing Person has had, now has or might now or hereafter have against, as applicable, AT&T and its Affiliates (excluding Blocker and the Company) and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns (collectively collectively, the “Releasing PartiesSeller Released Persons”) does in respect of, relating to or arising in connection with (x) such Seller Released Persons’ ownership of Blocker Units or equity interests in the Company which existed on or prior to the Closing Date, or (y) the Business contemporaneously with or prior to the Closing, except: (i) for rights, claims and Losses under any Commercial/Transition Agreement or any Surviving Affiliate Agreement or arising from and after the Execution Date under the terms of this Agreement or any Ancillary Agreement, (ii) as otherwise expressly contemplated by the terms of this Agreement, any Ancillary Agreement, any Commercial/Transition Agreement or any Surviving Affiliate Agreement, (iii) in the case of Fraud, or (iv) any bona fide rights, claims and Losses that are notified in good faith to a Seller Released Person in writing by a Buyer Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any Ancillary Agreement or any arrangements not contemplated to be terminated at the Closing pursuant to the terms hereof are waived, released, remised or discharged pursuant to this Section 6.14. ▇▇▇▇▇, on behalf of the Buyer Releasing Persons, acknowledges that the releases and waivers in this Section 6.14 have been agreed upon and given in light of such facts and that the releases and waivers are intended to apply to all claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants. (b) Effective as of the Closing, AT&T, on behalf of itself and its successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Seller Releasing Persons”), hereby fully unconditionally and completely releaseirrevocably waives, acquit releases, remises and forever discharge discharges any rights, claims and Losses of any type that any Seller Releasing Person has had, now has or might now or hereafter have against, as applicable, Buyer, Blocker, the Administrative Agent, Issuing Lender and each LenderCompany, and each of their respective successorsindividual, assignsjoint or mutual, heirspast, affiliatespresent and future representatives, subsidiariesAffiliates, parent companiesstockholders, principalsSubsidiaries, directorssuccessors and assigns (collectively, officers, employees, shareholders and agents (hereinafter called the “Lender PartiesBuyer Released Persons”)) in respect of, relating to or arising in connection with such Seller Releasing Persons’ ownership of the Blocker Units which existed on or prior to the Closing Date, except: (i) for rights, claims and Losses under any other personCommercial/Transition Agreement or any Surviving Affiliate Agreement or arising from and after the Execution Date under the terms of this Agreement or any Ancillary Agreement, firm(ii) as otherwise expressly contemplated by the terms of this Agreement, businessany Ancillary Agreement, corporationany Commercial/Transition Agreement or any Surviving Affiliate Agreement, insurer(iii) for rights to indemnification, exculpation or advancement of expenses under any employment or under the organizational documents of any Buyer Released Person, in each case existing as of the date hereof, of (x) Blocker in respect of the directors or officers of Blocker or (y) of the Company in respect of the managers of the Company appointed by AT&T, (iv) in the case of Fraud, or association which may (v) any bona fide rights, claims and Losses that are notified in good faith to a Buyer Released Person in writing by a Seller Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any Ancillary Agreement or any arrangements not contemplated to be responsible terminated at the Closing pursuant to the terms hereof are waived, released, remised or liable for the acts or omissions discharged pursuant to this Section 6.14. AT&T, on behalf of the Lender PartiesSeller Releasing Persons, or who may be liable for acknowledges that the injury or damage resulting therefrom (collectively releases and waivers in this Section 6.14 have been agreed upon and given in light of such facts and that the “Released Parties”), of releases and from any and waivers are intended to apply to all actionsclaims, causes of action, suitsOrders, debts, disputesassessments, damages, claimsdeficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, liabilitiespenalties, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) executions and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofcovenants.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender Agent and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any -115- and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For In order to induce the Backstop Lenders to enter into this Amendment, the Borrower and in consideration the Parent each acknowledges and agrees that: (i) the Borrower and the Parent do not have any claim or cause of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge action against the Administrative Agent, Issuing Agent or any Lender and each Lender, and each (or any of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesemployees or agents); (ii) the Borrower and the Parent do not have any offset right, shareholders counterclaim, right of recoupment or any defense of any kind against the Borrower's or the Parent's obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions iii) each of the Lender PartiesAdministrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower and the Parent. The Borrower and the Parent each wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or who may be liable for matters would impair or otherwise adversely affect any of the injury Administrative Agent's and the Lenders' rights, interests, contracts, collateral security or damage resulting therefrom remedies. Therefore, the Borrower and the Parent each unconditionally releases, waives and forever discharges (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which the Releasing Parties (Borrower or the Parent might otherwise have against the Administrative Agent, any Lender or any of themtheir respective directors, officers, employees or agents, in either case (A) have or may have(B), against the Released Parties on account of any past or any presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit defense, circumstance or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation matter of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofkind.

Release. For and Subject to the limitations set forth in consideration of any Loan and each advance or other financial accommodation hereunderthe last sentence in this SECTION 10.12, each Borrower, voluntarily, knowingly, unconditionally, Stockholder hereby unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit irrevocably releases and forever discharge discharges, effective as of and forever after the Administrative AgentClosing Date, Issuing Lender to the fullest extent permitted by applicable law, all past, present and each Lenderfuture Invatec Indemnified Parties (including, and after the Effective Time, each of their respective successorsthe Company and the Company Subsidiaries which is a Subsidiary of Invatec immediately after the Effective Time) (collectively, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “"Released Parties”), of and ") from any and all actionsdebts, liabilities, obligations, claims, demands, actions or causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands judgments or controversies of any kind whatsoeverwhatsoever (collectively, "Pre-Acquisition Claims") against the Company and the Company Subsidiaries, if any, or any of them that arises out of or is based on any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the Closing Date (whether based at law or in equityequity or otherwise, whether foreseen or unforeseen, matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, accrued or not accrued) (collectively, "Pre-Acquisition Matters"), including: (a) claims by the Releasing Parties Stockholder with respect to repayment of loans or indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which the Stockholder is a party; and (c) claims by the Stockholder with respect to dividends, violation of preemptive rights, or payment of salaries or other compensation or in any way arising out of or in connection with the Stockholder's employment with the Company or any Company Subsidiary, the cessation of themthat employment, the Stockholder's status as an officer, director or stockholder of the Company or otherwise (but excluding any and all claims in respect of (i) have accrued and unpaid amounts owing to the Stockholder pursuant to each Employment Agreement disclosed in SECTION 2.27 TO THE DISCLOSURE STATEMENT to which the Stockholder is a party, (ii) accrued and unpaid Cash Compensation owing to the Stockholder in the normal and ordinary course of business and consistent with past practices, (iii) benefits accrued under each Company ERISA Benefit Plan or may haveOther Compensation Plan, against the Released Parties existence of which has been disclosed in SECTION 2.27 TO THE DISCLOSURE STATEMENT, and (iv) amounts or any of them (whether other obligations owing to the Stockholder, directly or indirectly, pursuant to each Related Party Agreement, if any, which is disclosed in SECTION 2.12 TO THE DISCLOSURE STATEMENT and to which the Stockholder is a party). The Stockholder further agrees not to file or bring any Litigation before any Governmental Authority on the basis of or respecting any Pre-Acquisition Claim concerning any Pre-Acquisition Matter against any Related Party. Each Stockholder (a) relating to events occurring on acknowledges that he or before she fully comprehends and understands all the date terms of this Agreement, other than any claim as SECTION 10.12 and their legal effects and (b) expressly represents and warrants that (i) he or she is competent to which a final determination is effect the release made in a judicial proceeding this SECTION 10.12 knowingly and voluntarily and without reliance on any statement or representation of any Released Party or its Representatives and (in which ii) he or she had the Administrative Agent and Lenders opportunity to consult with an attorney of his or any her choice regarding this SECTION 10.12. This SECTION 10.12 shall not affect the rights of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Stockholders under this Agreement or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofTransaction Document.

Release. For In order to induce the Administrative Agent and in consideration the Lenders to enter into this Amendment, each of the Nexstar Entities acknowledges and agrees that: (i) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any Loan kind against the Nexstar Entities’, Credit Parties’ or any of their Affiliates’ obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each advance of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Nexstar Entities, Credit Parties and any of their Affiliates. Each of the Nexstar Entities, Credit Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf matters would impair or otherwise adversely affect any of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent’s and the Lenders’ rights, Issuing Lender and interests, contracts, collateral security or remedies. Therefore, each Lenderof the Nexstar Entities, Credit Parties and each of their respective successorsAffiliates unconditionally releases, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders waives and agents forever discharges (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from A) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suitsright of recoupment, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured known or unmaturedunknown, liquidated which any Nexstar Entity, Credit Party or unliquidatedany of their Affiliates might otherwise have against the Administrative Agent, vested any Lender or contingentany of their respective directors, ▇▇▇officers, employees or agents (the Administrative Agent, the Lenders and their respective directors, officers, employees and agents, are collectively referred to herein as the “Lender Parties”) in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Nexstar Entities, Credit Parties and each of their Affiliates agree not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Lender Parties have had an opportunity to be heard) which determination includes a specific finding that one or in any way assist any other person or entity in suing any of the Released Lender Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductrespect to any claim released herein. Each Borrower acknowledges that the foregoing This release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.contained herein

Release. For (a) Except for (i) such obligations, rights or claims as may be created by or arise out the terms and conditions of this Seventh Amendment, including the obligations of Landlord referenced in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallyParagraph 9(a) above, and irrevocably(ii) any liabilities (“Hazardous Substance Liabilities”) resulting from hazardous substances existing in, with specific and express intenton or under the Surrendered Premises, for and effective on the Effective Date, Tenant, on behalf of itself and its agents, attorneys, heirspredecessors, successors, affiliates and assigns assigns, and all other persons, firms and corporations claiming through Tenant, and each of them (collectively, the “Tenant Releasing Parties”), does hereby release Landlord and its predecessors, successors, affiliates and assigns, and their respective partners, officers, shareholders, agents, contractors, representatives, employees and attorneys (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Landlord Released Parties”Premises), of and from any and all actionsclaims, causes of action, suits, debtsdemands, disputes, damages, claimsliabilities, obligations, liabilitiescontroversies, debts, costs, expenses, fees (includinglawsuits, without limitationactions, reasonable attorneys’ fees) causes of action and demands other rights to relief, both legal and equitable, of any every kind whatsoever, at law or in equityand nature, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, now known or unknown that unknown, suspected or unsuspected, past or present, contingent or fixed, which the Tenant Releasing Parties (Parties, or any of them) have , now have, had, or at any time hereafter may have, against the Landlord Released Parties Parties, or any of them them, arising out of or in connection with the Lease (whether directly but only as the same relate to the Surrendered Premises) or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductSurrendered Premises. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits Tenant represents that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation is not aware of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist Hazardous Substance Liabilities as of the date hereof. (b) Except for (i) the Surviving Obligations, (ii) such obligations, rights or claims as may be created by or arise out the terms and conditions of this Seventh Amendment, and (iii) any Hazardous Substance Liabilities, effective on the Effective Date, Landlord, on behalf of itself and its predecessors, successors, affiliates and assigns, and all other persons, firms and corporations claiming through Landlord, and each of them (collectively, the “Landlord Releasing Parties”), does hereby release Tenant and its predecessors, successors, affiliates and assigns, and their respective partners, officers, shareholders, agents, contractors, representatives, employees and attorneys (collectively the “Tenant Released Premises), of and from any and all claims, demands, disputes, damages, liabilities, obligations, controversies, debts, costs, expenses, lawsuits, actions, causes of action and other rights to relief, both legal and equitable, of every kind and nature, whether now known or unknown, suspected or unsuspected, past or present, contingent or fixed, which the Landlord Releasing Parties, or any of them, now have, had, or at any time hereafter may have, against the Tenant Released Parties, or any of them, arising out of or in connection with the Lease (but only as the same relate to the Surrendered Premises) or the Surrendered Premises. Landlord represents that it is not aware of any Hazardous Substance Liabilities as of the date hereof.

Release. For (a) Seller hereby unconditionally and irrevocably acquits, remises, discharges and forever releases, effective as of the Closing, Buyer, the Company and their respective Affiliates, equityholders, partners, managers, trustees, employees, officers, directors and agents from any and all liabilities, Losses and obligations of every kind whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, contract, agreement, arrangement, commitment or undertaking, whether written or oral, to the extent arising on or prior to the Closing; provided that liabilities and obligations acquitted, remised, discharged and released pursuant to this Section 7.6(a) shall not include any rights of Seller under this Agreement and the other documents and agreements executed in consideration consummation of the transactions contemplated by this Agreement. (b) Seller hereby agrees that it shall not (and shall cause its Affiliates not to) make any Loan claim for indemnification against Buyer, the Company or any of their respective Affiliates by reason of the fact that Seller or any Affiliate of Seller is or was a stockholder, member, director, manager, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and each advance whether such claim is pursuant to any statute, charter document, bylaw, agreement or other financial accommodation hereunderotherwise) with respect to any action, each Borrowersuit, voluntarilyproceeding, knowinglycomplaint, unconditionallyclaim or demand brought by any of the Buyer Indemnified Parties against Seller pursuant to this Agreement or applicable Law or otherwise, and irrevocably, with specific and express intent, for Seller (on its own behalf and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”Affiliates) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the release set forth above may be pleaded as a full and complete defense and may be used as a basis Company or any of its Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. In no event shall the Company or any of its Affiliates have any liability whatsoever to Seller (or any Affiliate of Seller) for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach breaches of the provisions representations, warranties, agreements or covenants of such release. To Seller hereunder, and Seller shall not (and Seller shall cause its Affiliates not to) in any event seek contribution from the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against Company or any of the Lender Parties or any other Released Parties under any law, rule or regulation its Affiliates in respect of any jurisdiction that would or could have the effect of limiting the extent payments required to which a general release extends be made by Seller pursuant to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofthis Agreement.

Release. For As a material condition to the consummation of the transactions contemplated hereby and in consideration receipt of any Loan and each advance or other financial accommodation hereunderPer Share Merger Consideration, each BorrowerLetter of Transmittal shall be required to include a release substantially similar (mutatis mutandis) to the following: Effective as of the Effective Time and subject to receipt by the Company Stockholder of its applicable Per Share Estimated Cash Consideration (based on such Company Stockholder’s holdings of Common Stock), voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentsuch Company Stockholder, for and on behalf of itself and its agents, attorneys, heirs, successors, Affiliates and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, Related Persons and each of their respective successors, assignsassigns and Representatives (each, heirsa “Company Stockholder Party”) hereby fully, affiliatesunconditionally, subsidiariesirrevocably and forever releases, parent companiesdischarges and waives any and all claims, principalsdamages, directorspenalties, officersfines, employeesliabilities, shareholders deficiencies, losses, costs, interest, judgments, expenses and agents fees, including court costs and attorneys’ fees and expenses of any nature whatsoever, whether legal, equitable or otherwise, that any such Company Stockholder Party ever had, now has or hereafter can, shall or may have against the Company or any of its Subsidiaries or any of the current or former Related Persons or Representatives of the Company or any of its Subsidiaries (hereinafter called the collectively, “Lender PartiesClaims”), in each case, including any Claims relating to or arising from the conduct, operations, management and any other person, firm, business, corporation, insureraffairs of the Company and its Subsidiaries prior to the Closing, or association which may be responsible based on service as a current or liable for the acts former director, officer, manager, partner, equityholder, employee or omissions agent of the Lender PartiesCompany or any of its Affiliates, whether arising from or who may be liable for in connection with the injury transactions contemplated hereby or damage resulting therefrom any agreement or understanding (collectively in effect on or prior to the Closing) or otherwise, at law or in equity, and each Company Stockholder Party covenants not to sue or initiate an Action against, and shall not (and shall ensure that its Affiliates and its and their respective Related Persons and Representatives shall not) seek to recover any amounts in connection therewith or thereunder from the Company or its Subsidiaries or any of the current or former Related Persons or Representatives of the Company or any of its Subsidiaries (the “Released Parties”), of ) and releases the Released Parties from any and all actions with respect thereto, except (i) for such claims and rights that such Company Stockholder Party may have as set forth in this Agreement, (ii) with respect to Company Stockholders who are employees of the Company or any of its Subsidiaries as of the Closing, or prior to the Closing, for accrued salary, accrued benefits, other accrued compensation or employment contract rights, or (iii) under any customary indemnification agreement which was provided to Buyer providing for the indemnification and related rights of Representatives (collectively, the “Retained Claims”). Other than with respect to the Retained Claims, the foregoing release extends to any and all Claims of any nature whatsoever, whether known, unknown or capable or incapable of being known as of the Effective Time or thereafter, and includes any and all claims, actions, demands, causes of action, suits, debts, disputesdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, claims, obligations, liabilities, costsjudgments, expenses, fees (includingexecutions, without limitationaffirmative defenses, reasonable attorneys’ fees) demands and demands of any kind other obligations or liabilities whatsoever, at in law or equity. Notwithstanding anything to the contrary in equitythis release provision, whether matured nothing contained herein shall operate to release any obligations of Parent or unmaturedMerger Sub to the Company, liquidated the Stockholders’ Representative or unliquidatedthe Company Stockholders arising under this Agreement. WITHOUT LIMITING THE FOREGOING, vested or contingentEACH RELEASOR (COMPANY STOCKHOLDER PARTY) EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY ANY APPLICABLE STATUTE IN THE CONTEXT OF A GENERAL RELEASE, WHICH STATUTE GENERALLY PROVIDES FOR THE FOLLOWING: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS, HER OR ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM, HER OR IT MAY HAVE MATERIALLY AFFECTED HIS, HER OR ITS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR ACKNOWLEDGES THAT HE, SHE OR IT HAS CAREFULLY READ THE FOREGOING WAIVER AND GENERAL RELEASE AND UNDERSTANDS ITS CONTENTS. Each of the Released Parties is an express third-party beneficiary of each provision of this paragraph. By: Name: ▇▇▇▇▇▇ or inchoate▇▇▇▇▇ Its: CEO ▇▇▇ ▇▇▇▇▇▇▇▇▇, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of as Stockholders’ Representative When used in this Agreement, other than any claim as to which a final determination is made the following terms in a judicial proceeding (in which the Administrative Agent all of their tenses, cases and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could correlative forms shall have the effect of limiting the extent meanings assigned to which a general release extends to claims which any of the Releasing Parties does not know them in this Exhibit A, or suspect to exist elsewhere in this Agreement as of the date hereof.indicated in this Exhibit A:

Release. (a) For good and in consideration valuable consideration, the receipt and sufficiency of any Loan and each advance or other financial accommodation hereunderwhich are hereby acknowledged, effective as of the Closing, each BorrowerSeller, voluntarilyon its own behalf, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself any successors, assigns and its Affiliates (collectively, the “Seller Releasor Parties”), hereby fully releases, remises, acquits and discharges forever, irrevocably and unconditionally, the Acquired Companies, and their present and former directors, officers, shareholders, members, employees, agents, attorneys, heirsrepresentatives, successors, beneficiaries, heirs and assigns (collectively collectively, the “Releasing PartiesCompany Releasees”) does hereby fully from, against and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from with respect to any and all actions, accounts, agreements, causes of action, suitscomplaints, charges, claims, covenants, Contracts, costs, damages, demands, debts, disputesdefenses, damagesduties, claimsexpenses, executions, fees, injuries, interest, judgments, liabilities, losses, obligations, liabilitiespenalties, costspromises, expensesreimbursements, fees (includingremedies, without limitationsuits, reasonable attorneys’ fees) sums of money, and demands torts of any kind and nature whatsoever, at law whether in law, equity or in equityotherwise, whether matured direct or unmaturedindirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, vested known or unknown, matured or unmatured, absolute or contingent, ▇▇▇▇▇▇ determined or inchoatedeterminable (collectively, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s “Claims” and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understandsindividually, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action“Claim”), suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does Seller Releasor Parties, their respective successors, Affiliates and assigns, or anyone claiming through or under any of the Seller Releasor Parties, ever had or now has, or may hereafter have or acquire, against the Company Releasees for or by reason of any matter, cause or thing whatsoever arising out of, or relating to, the Company Releasees’ ownership interest in an Acquired Company prior to the Closing; except, that, the release provided under this Section 9.16 will not know release the Company Releasees from (i) any of their obligations under this Agreement or suspect to exist any other Transaction Document, (ii) any Claim for fraud or any criminal activity, (iii) any Claim arising under any of the documents, agreements and instruments executed in connection with the Restructuring, or (iv) any Claim of any portfolio company that is an Affiliate of the Representative or Highlander Partners, L.P. (b) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereofClosing, each Acquired Company, on its own behalf, and on behalf of any successors, assigns and Affiliates (collectively, the “Company Releasor Parties”), hereby fully releases, remises, acquits and discharges forever, irrevocably and unconditionally, the Sellers and their present and former directors, officers, shareholders, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns (collectively, the “Seller Releasees”) from, against and with respect to any and all Claims which any of the Company Releasor Parties, their respective successors, Affiliates and assigns, or anyone claiming through or under any of the Company Releasor Parties, ever had or now has, or may hereafter have or acquire, against the Seller Releasees for or by reason of any matter, cause or thing whatsoever arising out of, or relating to, the Seller Releasees’ ownership interest in an Acquired Company prior to the Closing; except, that, the release provided under this Section 9.16 will not release the Seller Releasees from (i) any of their obligations under this Agreement or any other Transaction Document, (ii) any Claim for fraud or any criminal activity, (iii) any Claim arising under any of the documents, agreements and instruments executed in connection with the Restructuring, (iv) any Claim against any portfolio company that is an Affiliate of the Representative or Highlander Partners, L.P., or (v) any Claim against any employee of the Acquired Companies.

Release. For As a material part of the consideration for the Administrative Agent and in consideration of any the Lenders entering into this Agreement, the Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns Parties agree as follows (collectively the “Releasing PartiesRelease Provision”): (a) does hereby fully and completely release, acquit and forever discharge the The Administrative Agent, Issuing Lender and each Lenderthe Lenders, and each of their respective successorsAffiliates and each of the foregoing Persons’ respective officers, assignsmanagers, heirs, affiliates, subsidiaries, parent companies, principalsmembers, directors, officersadvisors, sub-advisors, partners, agents and employees, shareholders and agents their respective successors and assigns (hereinafter called all of the above collectively referred to as the “Lender PartiesGroup”), are irrevocably and any other personunconditionally released, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of discharged and acquitted from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligationsdemands, liabilitiesdamages and liabilities of whatever kind or nature, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at in law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, now known or unknown unknown, suspected or unsuspected to the extent that the Releasing Parties (or any of them) have the foregoing arises from any action or may havefailure to act under or otherwise arising in connection with the Investment Documents, against in each case arising on or prior to the Released Parties Seventh Amendment Effective Date, except to the extent such actions, causes of action, claims, demands, damages and liabilities result from the gross negligence or willful misconduct of any of them the Lender Group as determined by a court of competent jurisdiction in a final and nonappealable judgment; provided, that, the Loan Parties do not release, discharge or acquit the Lender Group from their respective obligations specifically set forth in this Agreement. (whether directly b) Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that: (i) it has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, or indirectly) relating has had the opportunity to events occurring on or before retain such independent counsel, in reviewing, discussing, and considering all the date terms of the Release Provision; and if counsel was retained, counsel for such Loan Party has read and considered the Release Provision and advised such Loan Party with respect to the same. Before execution of this Agreement, such Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) no Loan Party is acting in reliance on any representation, understanding, or agreement not expressly set forth herein or in the Credit Agreement or other than Investment Documents. Each Loan Party acknowledges that the Lender Group has not made any claim representation with respect to the Release Provision except as expressly set forth herein. (iii) each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person. (iv) the Loan Parties are the sole owners of the claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such claims to which any other Person. (c) Each Loan Party understands that the Release Provision was a final determination is made material consideration in a judicial proceeding (in which the agreement of the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders to enter into this Agreement. The Release Provision shall be in agreeing addition to make any rights, privileges and immunities granted to the Loans Administrative Agent and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of Lenders under the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofInvestment Documents.

Release. For (a) Effective for all purposes as of the Closing, Bayer acknowledges and in consideration of any Loan and each advance or other financial accommodation hereunderagrees, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its agentsAffiliates, attorneysrepresentatives, heirs, successors, assigns and assigns agents (collectively each, a “Bayer Releasor”), that Bayer, on behalf of itself and the “Releasing Parties”) does other Bayer Releasors, hereby fully irrevocably and completely release, acquit unconditionally releases CRISPR and forever discharge the Administrative Agent, Issuing Lender its Affiliates (including Casebia and each Lenderits Subsidiaries), and each of their respective successorsAffiliates, successors and assigns, heirs, affiliates, subsidiaries, parent companies, principals, present or former directors, managers, partners officers, employees, shareholders and agents (hereinafter called the “Lender Parties”)agents, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionscharges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, debtsrights, disputes, damages, claims, obligations, liabilitiesdemands, costs, expenseslosses, fees debts and expenses (including, without limitation, reasonable including attorneys’ feesfees and costs incurred) and demands of any kind nature whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, suspected or unsuspected, existing or prospective, relating to CRISPR’s investment in, ownership of any securities in, any rights to proceeds upon the Releasing Parties (sale of, any rights or assets of, Casebia or any of them) have or may have, against the Released Parties its Subsidiaries or any of them (whether directly or indirectly) relating to events occurring on or before Contract entered into in connection with the date of this JV Agreement, other than any claim as to which a final determination is made in a judicial proceeding claims arising from rights of Bayer under this Agreement and the Ancillary Agreements (in which the Administrative Agent collectively, “Bayer Claims”). Bayer represents and Lenders or any of the Released Parties have had acknowledges that it has read this release and understands its terms and has been given an opportunity to be heard) which determination includes a specific finding that one ask questions of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative AgentCasebia’s and each LenderCRISPR’s decision representatives, and to extend to Borrower the financial accommodations hereunder consult with independent legal counsel of its own choosing. Bayer further represents that in signing this release it does not rely, and has been relied upon not relied, on any representation or statement not set forth in this release made by any representative of CRISPR or anyone else with regard to the Lenders in agreeing to make the Loans and in making each advance subject matter, basis or effect of Loan proceeds hereunderthis release or otherwise. Borrower understands, Bayer hereby acknowledges and agrees that neither the release set forth above provided hereunder nor the furnishing of the consideration for the release given hereunder will be deemed or construed at any time to be an admission by any released party or Bayer Releasor of any improper or unlawful conduct. Bayer, on behalf of itself and the other Bayer Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any action, proceeding, charge, complaint, or investigation of any kind against any of the released parties, in any forum whatsoever (including any administrative agency), that is based upon any claim purported to be released hereunder. This release may be pleaded by any released party as a full and complete defense regarding any matter purported to be released hereby and may be used as a the basis for an injunction against any actionaction at law or equity instituted or maintained against them regarding such matter in violation of this Agreement. In the event any claim is brought or maintained by a Bayer Releasor against any released party in violation of this Agreement, suit Bayer will be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the released parties in defending same. Bayer expressly acknowledges that the release contained herein applies to all Bayer Claims, regardless of whether such Bayer Claims are known or other proceeding which may be institutedunknown, prosecuted suspected or attempted unsuspected, existing or prospective, and include claims which, if known by the releasing party, might materially affect its decision to enter into this Section 5.4(a). Bayer has considered and taken into account the possible existence of such Bayer Claims in breach determining to execute and deliver this Agreement. (b) Effective for all purposes as of the provisions Closing, each of such release. To CRISPR and Casebia acknowledges and agrees, on behalf of itself and each of its Affiliates, representatives, heirs, successors, assigns and agents (each, a “CRISPR Releasor”), that it, on behalf of itself and the furthest extent permitted by lawother CRISPR Releasors, Borrower hereby knowinglyirrevocably and unconditionally releases Bayer and its Affiliates, voluntarilyand their respective Affiliates, intentionally successors and expressly waives assigns, present or former directors, managers, partners officers, employees, and relinquishes agents, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, existing or prospective, relating to Bayer’s investment in, ownership of any securities in, any rights to proceeds upon the sale of, any rights or assets of, Casebia or any of its Subsidiaries or any Contract entered into in connection with the JV Agreement, other than claims arising from rights of CRISPR or Casebia under this Agreement and benefits the Ancillary Agreements (collectively, “CRISPR Claims”). Each of CRISPR and Casebia represents and acknowledges that it respectively may have as has read this release and understands its terms and has been given an opportunity to ask questions of Bayer’s representatives, and to consult with independent legal counsel of its own choosing. Each of CRISPR and Casebia further represents that in signing this release it does not rely, and has not relied, on any representation or statement not set forth in this release made by any representative of Bayer or anyone else with regard to the subject matter, basis or effect of this release or otherwise. Each of CRISPR and Casebia hereby acknowledges and agrees that neither the release provided hereunder nor the furnishing of the consideration for the release given hereunder will be deemed or construed at any time to be an admission by any released party or CRISPR Releasor of any improper or unlawful conduct. Each of CRISPR and Casebia, on behalf of itself and the other CRISPR Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any action, proceeding, charge, complaint, or investigation of any kind against any of the Lender Parties released parties, in any forum whatsoever (including any administrative agency), that is based upon any claim purported to be released hereunder. This release may be pleaded by any released party as a full and complete defense regarding any matter purported to be released hereby and may be used as the basis for an injunction against any action at law or equity instituted or maintained against them regarding such matter in violation of this Agreement. In the event any other Released Parties under claim is brought or maintained by a CRISPR Releasor against any lawreleased party in violation of this Agreement, rule CRISPR will be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the released parties in defending same. Each of CRISPR and Casebia expressly acknowledges that the release contained herein applies to all CRISPR Claims, regardless of whether such CRISPR Claims are known or regulation unknown, suspected or unsuspected, existing or prospective, and include claims which, if known by the releasing party, might materially affect its decision to enter into this Section 5.4(b). Each of any jurisdiction that would or could have CRISPR and Casebia has considered and taken into account the effect possible existence of limiting the extent such CRISPR Claims in determining to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofexecute and deliver this Agreement.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder(a) Effective upon the Closing, each Borrower, voluntarily, knowingly, unconditionally, Blocker Partner hereby irrevocably and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit unconditionally releases and forever discharge discharges Blocker, the Administrative Agent, Issuing Lender and each LenderCompany, and each of their respective successorspast, assignspresent, heirsand future Subsidiaries, affiliates, subsidiaries, parent companies, principalssuccessors and assigns and any of their respective officers, directors, officers88758860_15 managers, equityholders, employees, shareholders and agents agents, counsel, consultants, advisors or other representative authorized to represent or act on behalf of such Person (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionsclaims, charges, complaints, causes of action, suits, debts, disputes, damages, claimsContracts, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands Losses of any kind whatsoeveror nature whatsoever (“Released Claims”), whether known or unknown, absolute or contingent, matured or unmatured and whether at law or in equity, whether matured arising from conduct occurring at or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that prior to the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) Closing relating to events occurring on or before arising out of such Blocker Partner’s ownership of Blocker Interests, and Blocker’s ownership of the date of Units. Notwithstanding the foregoing, nothing contained in this Agreement, other than Section 6.14(a) shall operate to release any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any obligations of the Released Parties have had an opportunity with respect to, or obligate the Blocker Partners to be heardrefrain from making, claims or commencing any proceedings arising under, or in connection with, this Agreement. (b) which determination includes a specific finding that one Effective upon the Closing, each of Blocker and the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s Company hereby irrevocably and unconditionally releases and forever discharges each Blocker Partner and each Lender’s decision to extend to Borrower the financial accommodations hereunder of its past, present, and has been relied upon by the Lenders in agreeing to make the Loans future Affiliates, successors and in making each advance assigns and any of Loan proceeds hereunder. Borrower understandstheir respective officers, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actiondirectors, suit managers, equityholders, employees, agents, counsel, consultants, advisors or other proceeding which may be instituted, prosecuted representative authorized to represent or attempted in breach of the provisions act on behalf of such release. To Person (the furthest extent permitted by law“Blocker Seller Released Parties”), Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes from any and all rights Released Claims, whether known or unknown, absolute or contingent, matured or unmatured and benefits that it respectively may have as against any whether at law or in equity, arising from conduct occurring at or prior to the Closing relating to or arising out of the Lender Parties or Transactions. Notwithstanding the foregoing, nothing contained in this Section 6.14(b) shall operate to release any other obligations of the Blocker Seller Released Parties under with respect to, or obligate Blocker or the Company to refrain from making, claims or commencing any lawproceedings arising under, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofin connection with, this Agreement.

Release. For (a) Effective as of, and in consideration of any Loan and each advance or other financial accommodation hereundercontingent upon, the Closing, each BorrowerSeller, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on such Seller’s behalf and on behalf of itself and its agents, attorneysany such Seller’s subsidiaries, heirs, successorsestates, and successors or assigns (collectively the “Releasing PartiesReleasors”) does (which, for clarity, excludes any portfolio companies of any venture capital, private equity or other equityholder in the Company), hereby fully knowingly, fully, unconditionally and completely releaseirrevocably releases any and all claims, acquit rights, demands and forever discharge causes of action that such Releasor has or may have against the Administrative AgentCompany or the Subsidiary or any present or former director, Issuing Lender and each Lenderofficer, and each manager, employee or agent of the Company or the Subsidiary, whether asserted or unasserted, known or unknown, contingent or noncontingent, past or present, arising or resulting from or relating, directly or indirectly, to any act, omission, event or occurrence prior to the Closing relating to the Company, the Subsidiary, their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders assets and agents properties and the equity securities and convertible securities of the Company and any rights or interests therein (hereinafter called including with respect to any inaccuracies in the Spreadsheet or the allocation of the Purchase Price as set forth herein or therein) (the “Lender PartiesReleased Claims”). Notwithstanding anything to the contrary in the foregoing, nothing in this Section 7.16(a) will be deemed to constitute a release or waiver by any Releasor of any claim, demand or cause of action, or of any right of, such Releasor pursuant to (i) this Agreement or the Ancillary Agreements (to which such Releasor is a party), (ii) any written indemnification agreement between the Company and such Releasor (if such Seller is a director or officer of the Company) that is disclosed on the Schedules, (iii) the right to receive amounts payable pursuant to exculpation, indemnification, reimbursement, contribution, payment or advancement of related expenses, hold harmless and liability exculpation covenants, agreements and obligations under provisions contained in (A) the Charter Documents of the Company or the Subsidiary, (B) liability insurance policies of the Company and (C) applicable Law, (iv) any rights to accrued but unpaid compensation or employee benefits as an employee or director of the Company or the Subsidiary or accrued compensation as a contractor or consultant to the Company or the Subsidiary, in each case, with respect to services performed prior to the Closing, or (v) any right of reimbursement for expenses incurred by any such Releasor in the ordinary course of his or her employment or service to the Company or the Subsidiary which are reimbursable under the expense reimbursement policies of the Company or the Subsidiary. (b) Such Seller acknowledges and agrees that it, he or she is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), 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. Effective as of, and any other personcontingent upon, firmthe Closing, businesssuch Seller, corporation, insurer, or association which may be responsible or liable for the acts or omissions on such Seller’s behalf and on behalf of the Lender Partiesother Releasors, hereby waives and relinquishes any rights and benefits that such Seller may have under Section 1542 or who any similar statute or common law principle of any jurisdiction with respect to the Released Claims. Such Seller acknowledges that it, he or she may hereafter discover facts in addition to or different from those that such Seller now knows or believes to be liable for true with respect to the injury or damage resulting therefrom (collectively subject matter of the “Released Parties”)Claims, of but it is such Seller’s intention to fully and from finally and forever settle and release any and all actionsReleased Claims (other than as expressly set forth in Section 7.16(a) above) that do now exist, causes may exist or heretofore have existed with respect to the subject matter thereof. In furtherance of actionthis intention, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees the release of the Released Claims (including, without limitation, reasonable attorneys’ feesother than as set forth in Section 7.16(a) above) shall be and demands remain in effect as full and complete releases notwithstanding the discovery or existence of any kind whatsoeversuch additional or different facts. (c) Each Seller agrees that he, at she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Action, in law or in equity, whether matured in any court or unmaturedbefore any Governmental Authority, liquidated which (i) challenges the validity of or unliquidatedseeks to enjoin the operation of any provision of this Agreement or the execution and delivery of the Ancillary Agreements or the consummation of the Share Purchase and the other transactions contemplated hereby and thereby, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown (ii) alleges that the Releasing Parties (execution and delivery of this Agreement by such Seller, either alone or together with the other proxies to be delivered in connection with this Agreement and/or the execution of this Agreement by the other Sellers, breaches any fiduciary duty, whether of the Board of Directors of the Company or any member thereof, of them) have any officer of the Company or may haveof any holder of capital stock of the Company or other Company securities, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreementin each case, other than any claim as Action for the enforcement of the terms of this Agreement or any Ancillary Agreement to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release such Seller is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofparty.

Release. For As further inducement to the Administrative Agent and in consideration of any Loan and each advance or other financial accommodation hereunder▇▇▇▇▇▇▇ to enter into this Agreement, each BorrowerBorrower hereby releases Administrative Agent and the Lenders as follows: (a) ▇▇▇▇▇▇▇▇▇ and, voluntarilyby its execution of the attached Consent and Reaffirmation, knowingly, unconditionally, each Guarantor and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, their respective heirs, successors, successors and assigns (collectively collectively, the “Releasing Parties”) does do hereby fully and completely release, acquit and forever discharge Administrative Agent and the Administrative Agent, Issuing Lender and each Lender, and each of Lenders (in their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), capacities as such) of and from any and all actionsclaims, causes of action, suits, debts, disputes, damages, claimsdemands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, expenseslosses and expenses of every type, fees (includingkind, without limitationnature, reasonable attorneys’ fees) and demands of any kind whatsoeverdescription, at law or in equitycharacter, whether matured known or unmaturedunknown, suspected or unsuspected, liquidated or unliquidated, vested each as though fully set forth herein at length, which exist as of the Effective Date and which in any way arise out of, are connected with or contingentrelated to the Loan Documents or this Agreement (collectively, ▇▇▇▇▇▇ or inchoatethe “Released Claims”). (b) The agreement of the Releasing Parties, known or unknown as set forth in the preceding subparagraph (a) shall inure to the benefit of the respective successors, assigns, insurers, administrators, agents, employees, and representatives of Administrative Agent and the Lenders. (c) The Releasing Parties have read the foregoing release, fully understand the legal consequences thereof and have obtained the advice of counsel with respect thereto. The Releasing Parties further warrant and represent that they are authorized to make the foregoing release. (d) To the extent that, notwithstanding the New York choice of law provisions of this Agreement and the other Loan Documents, California law is deemed to apply to the release provisions set forth herein, the Releasing Parties (or any acknowledge and agree that they understand the meaning and effect of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any Section 1542 of the Released Parties have had an opportunity California Civil Code which provides: A general release does not extend to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges claims that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit creditor or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties releasing party does not know or suspect to exist as in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. (e) Each Releasing Party acknowledges that the foregoing release shall extend to Released Claims which the Releasing Party does not know or suspect to exist in Releasing Party's favor at the time of executing this Agreement, regardless of whether such Released Claims, if known by such Releasing Party, would have materially affected such Releasing Party's decision to enter into this Agreement. Each Releasing Party waives and relinquishes any right or benefit which it has or may have under any provision of the date hereofstatutory or nonstatutory law of any jurisdiction which provides to the contrary, to the full extent that it may lawfully waive all such rights and benefits. In connection with such waiver and relinquishment, each Releasing Party acknowledges that it is aware that it or its attorneys or agents may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 13 or the other parties hereto, but that each Releasing Party intends hereby fully, finally and forever to settle, waive and release all of the Released Claims, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between Releasing Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection with the Loan Documents, except as otherwise expressly provided in this Section 13. This release shall be and remain in effect notwithstanding the discovery or existence of any such additional or different facts. (f) Each Releasing Party warrants and represents that it is the sole and lawful owner of all right, title and interest in and to all of the respective Released Claims released hereby and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person or entity any such claim or any portion thereof. If any Releasing Party shall have assigned or transferred, or purported to assign or transfer, any Released Claim released hereunder, then such Releasing Party shall indemnify Administrative Agent and the Lenders and hold Administrative Agent and the Lenders harmless from and against any loss, cost, claim or expense including but not limited to all costs related to the defense of any action, including reasonable attorneys’ fees, based upon, arising out of, or incurred as a result of any such assigned or transferred Released Claim. (g) This release is not to be construed and does not constitute an admission of liability on the part of Administrative Agent or any Lender. This release shall constitute an absolute bar to any Released Claim of any kind, whether such claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable. The Releasing Parties specifically agree that any attempt to assert a claim barred hereby shall subject each of them to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderEffective at the Closing, each Borrower(a) Seller, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its agents, attorneys, Affiliates (and each of its and their respective heirs, successorssuccessors and assigns), hereby irrevocably and unconditionally releases, remises and forever discharges any and all rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against Bank and its successors and assigns (collectively the each, a “Releasing PartiesBank Releasee”) does and (b) Purchaser, solely on behalf of Bank (and Bank’s successors and assigns), hereby fully irrevocably and completely releaseunconditionally releases, acquit remises and forever discharge the Administrative Agentdischarges any and all rights, Issuing Lender claims and each LenderLosses of any type that Bank has had, now has or might now or hereafter have against Seller and each of their respective successorsits individual, assignsjoint or mutual, heirspast, affiliatespresent and future Representatives, subsidiariesAffiliates, parent companiesstockholders, principalssuccessors and assigns (each, directors, officers, employees, shareholders and agents (hereinafter called the a “Lender PartiesSeller Releasee”), in each case of the foregoing clauses (a) and (b), in respect of, relating to or arising in connection with facts, developments, events, actions, omissions or circumstances occurring at or prior to the Closing, except, in each case, for (i) rights, claims and Losses arising under this Agreement including indemnity provided in Article IX or (ii) in the case of Indemnified D&Os rights under any (A) indemnification provisions of the articles of incorporation, the bylaws or other personorganizational or governance documents of Bank, firmas applicable, businessand (B) employment, corporationstock option, insurerbonus or other employment or compensation agreements or plans. Each Party, for itself, and on behalf of its Affiliates, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or association which may commencing, instituting or causing to be responsible commenced or liable for the acts voluntarily aiding, any claim or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands proceeding of any kind whatsoeveragainst any Bank Releasee or Seller Releasee, at law based upon any matter purported to be released hereby. The Parties acknowledge that this Section 7.16 is not an admission of liability or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had accuracy of any alleged fact, event, development omission or claim. This Section 7.16 shall not be construed as an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted admission in a grossly negligent mannerany dispute, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit litigation, arbitration, mediation or other proceeding which may be institutedas evidence of or any admission or acknowledgement by any Party of any violation, prosecuted infraction or attempted wrongdoing. Without limiting the foregoing, upon written request from any Bank Releasee or Seller Releasee made promptly after the Closing, as applicable, Seller or Purchaser shall confirm (or cause their applicable Affiliates to confirm) in breach writing the scope of the provisions of such foregoing release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For and in In consideration of any Loan the amendment and each advance or other financial accommodation hereunderrestatement contemplated hereby, each Borrowerwhich amendment and restatement will be of material benefit to National Auto and the holders of the securities of National Auto, voluntarilyNational Auto, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its parent, subsidiaries, affiliates, partners, officers, directors, employees, agents, attorneys(stockholders to the fullest extent permitted by applicable law), heirssuccessors and assigns, successorshereby release and forever discharge First Union National Bank, First Union Capital Markets, a division of Wheat First Securities, Inc., First Union Capital Markets Corp., and their respective parent, subsidiary and affiliated corporations, and its and their respective officers, directors, employees, representatives, professionals, agents, successors and assigns (collectively all such entities being hereinafter referred to as the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “"First Union Released Parties”"), of and from any and all actions, claims or causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law legal or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoateequitable, known or unknown that the Releasing Parties which it (or any shareholders to the fullest extent permitted by applicable law) has or may have against the First Union Released Parties, or any one or more of them) have , arising from or may have, against in any way connected with any act or omission of the First Union Released Parties or any of them (whether directly or indirectly) relating prior to events occurring on or before the date hereof, whether as underwriter, placement agent, lender or advisor to National Auto, as an equity holder of this Agreement, National Auto or in any other than capacity or relationship with National Auto of whatever kind or nature. The claims or causes of action released hereby shall include but not be limited to any claim or cause of action arising from the Securities Act of 1933, as to which a final determination is made in a judicial proceeding (in which amended, the Administrative Agent rules and Lenders or any regulations of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one Securities and Exchange Commission promulgated thereunder, and any analogous state law, rules or regulations; the Securities Exchange Act of 1934, as amended, the rules and regulations of the Released Parties acted in a grossly Securities and Exchange Commission promulgated thereunder, and any analogous state law, rules or regulations; and the doctrines of common law fraud and/or intentional or negligent manner, illegal manner or with actual willful misconductmisrepresentation. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, National Auto further acknowledges and agrees that neither this release nor the release set forth above may circumstances under which it is being executed shall be pleaded construed as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach acknowledgment on the part of the provisions First Union Released Parties of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively liability whatsoever to National Auto with respect to any claim or cause of action which National Auto has or may have as against any of the Lender Parties or any other First Union Released Parties, it being expressly understood that the First Union Released Parties under deny any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofsuch liability.

Release. For and in consideration of any the Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective its successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders Lender or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductmisconduct or illegal activity. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative AgentLender’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders Lender in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For As a condition to entering into this IOA, the respective selling and purchasing parties in consideration the Transaction Agreement parties desire to be released from any and all obligations to the other that do not arise under the express terms of the Transaction Agreement or certain other written agreements to which they are parties. Accordingly: (a) Each of the Principal Shareholders, Borrower and GABCO hereby releases and discharges Buyer, IMSC, their respective affiliates, and the officers and directors of each of them (collectively, the "Released Purchasing Parties") from and against any and all claims, demands, liabilities, obligations, damages (including punitive and consequential damages) and other losses of any Loan kind (collectively, "Damages") which GABCO, its subsidiaries or the Principal Shareholders may otherwise have or be entitled to assert against any of the Released Purchasing Parties as a result of (i) any action or omission of the Released Purchasing Parties in connection with the negotiation, execution, delivery and each advance performance of their respective obligations under the Transaction Agreement, (ii) any action or other financial accommodation hereunderomission of the Released Purchasing Parties prior to the execution of the Transaction Agreement, each or (iii) the Released Purchasing Parties' performance of their respective obligations under this IOA, except only to the extent such Damages arise as a result of the gross negligence or willful misconduct of the Released Purchasing Parties or their respective authorized agents and representatives; and (b) Each of Buyer and IMSC hereby releases and discharges GABCO, Borrower, voluntarily, knowingly, unconditionally, the officers and irrevocably, with specific and express intent, for and on behalf directors of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lenderof them, and each of their respective successorsthe Principal Shareholders (collectively, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders the "Released Selling Parties") from and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from against any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law Damages which Buyer or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) IMSC may otherwise have or may have, be entitled to assert against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Selling Parties have had an opportunity to be heardas a result of (i) which determination includes a specific finding that one any action or omission of the Released Selling Parties acted in a grossly negligent mannerconnection with the negotiation, illegal manner execution, delivery and performance of their respective obligations under the Transaction Agreement, (ii) any action or with actual willful misconduct. Each Borrower acknowledges that omission of the foregoing release is a material inducement Released Selling Parties prior to Administrative Agent’s and each Lender’s decision the execution of the Transaction Agreement, or (iii) the Released Selling Parties' performance of their respective obligations under this IOA, except only to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded extent such Damages arise as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach result of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any gross negligence or willful misconduct of the Lender Released Selling Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereoftheir respective authorized agents and representatives.

Release. For and in Subject to the receipt by each Joining Equityholder of the consideration of any Loan and each advance or other financial accommodation hereunderto which such Joining Equityholder is entitled pursuant to the Merger Agreement, each Borrowersuch Joining Equityholder, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself (if such Joining Equityholder is not a natural person), himself or herself and such Joining Equityholder’s successors and assigns and, if such Joining Equityholder is not a natural person, it and its agentscontrolled Affiliates’ respective equityholders, attorneysdirectors, heirsmanagers, successorspartners, members, officers, employees and assigns representatives (collectively collectively, the “Releasing Parties”) ), does hereby fully unconditionally and completely release, acquit irrevocably release and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of the Company, Parent and the Surviving Corporation and their respective predecessors, successors, joint ventures, assigns, heirs, affiliates, subsidiaries, parent companies, principalsequityholders, directors, officers, employees, shareholders Affiliates and agents representatives in their capacities as such (hereinafter called the “Lender Parties”)collectively, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actionslosses, causes of actionliabilities, suitsobligations, claims, debts, disputesaccounts, damagescovenants, claimscontracts and judgments of every kind, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) in connection with any transaction or occurrence arising up to and demands of any kind whatsoever, at law or in equityincluding the Effective Time, whether matured in law, equity or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoateotherwise, known or unknown that the Releasing Parties unknown, suspected or unsuspected (or including without limitation any of them) have or may have, fiduciary duty claims against the Released Parties Parties) that any Releasing Party now has, has had or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or could have asserted against any of the Released Parties have had an opportunity (collectively, the “Released Claims”). Each such Joining Equityholder hereby irrevocably agrees to, and will cause its Releasing Parties to, refrain from, directly or indirectly, asserting any claim or demand or any proceeding against any Released Party based upon any Released Claim. Notwithstanding the foregoing, nothing contained in this Agreement shall affect the (i) rights of such Releasing Parties with respect to be heard) which determination includes a specific finding that one the liabilities or obligations of Parent or the Surviving Corporation or their respective Subsidiaries arising out of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Merger Agreement or any other Released Parties agreements to which such Joining Equityholder is a party or third-party beneficiary in connection with the transactions contemplated by the Merger Agreement, (ii) any unpaid salary and accrued bonus to which such Joining Equityholder may be entitled for any period ending on or prior to the Closing in his or her capacity as an employee or director of or consultant to the Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, (iii) rights which may exist or hereafter accrue under any lawemployment agreement, rule employee welfare, incentive compensation, or regulation other similar plan or arrangements as a result of any jurisdiction that would being a director or could have employee of Company (prior to the effect of limiting Closing) or the extent to which a general release extends to claims which Surviving Corporation or any of their respective Subsidiaries, (iv) claims for unreimbursed business expenses incurred on behalf of the Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, relating to the period prior to the Closing, (v) claims of such Joining Equityholder for director and/or officer indemnification that are pursuant to the certificate of incorporation of the Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, any indemnification agreement or applicable Law or (vi) rights of such Releasing Parties does not know that arise otherwise than from such Releasing Parties’ capacity as a former stockholder, option holder or suspect to exist as RSU holder of the date hereofCompany, as applicable.

Release. For and (a) Notwithstanding anything to the contrary set forth in this Agreement, effective as of immediately following the Closing, in consideration of any Loan the mutual agreements contained herein, including the portion of the Closing Consideration to be received by the applicable Sellers and each advance or other financial accommodation hereunderthe transfer of the Purchased Equity, each BorrowerSeller, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself its and each of its agentsrespective past, attorneyspresent and future Affiliates, heirsfirms, successorscorporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, equity holders, partners, trustees, principals, consultants, contractors, administrators, predecessors, successors and assigns (collectively each, a “Releasing Party” and, collectively, the “Releasing Parties”) does ), hereby fully absolutely, unconditionally and completely releaseirrevocably releases, acquit acquits and forever discharge discharges the Administrative Agent, Issuing Lender Companies (and each Lender, their successors and each of permitted assigns) and their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, former and present directors, officersmanagers, employeesofficers and employees (collectively, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), ) of and from any and all actionsmanner of action or inaction, cause or causes of action, Actions, causes of action, suitsLiens, debtscontracts, disputespromises, liabilities or damages (whether for compensatory, special, incidental or punitive damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ feesequitable relief or otherwise) and demands of any kind or nature whatsoever, past, present or future, at law law, in equity or in equityotherwise, whether matured known or unmaturedunknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, vested whether foreseeable or contingentunforeseeable, ▇▇▇▇▇▇ whether anticipated or inchoateunanticipated, known whether suspected or unknown that the unsuspected, which such Releasing Parties (Parties, or any of them) , ever have had or ever in the future may have, have against the Released Parties Parties, or any of them (whether them, and which are based on acts, events or omissions occurring up to and including the Closing that, directly or indirectly, involve or relate to the business, operations or ownership of the Companies (the “Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (i) relating any Seller in respect of this Agreement or any Ancillary Agreement to events which such Seller is party; (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Organizational Documents of the applicable Company (or any directors’ and officers’ liability insurance policy maintained by any Company, including the D&O Tail) arising from any Releasing Party’s status as an officer, director, or manager or employee of any Company, as applicable, or any of its Affiliates with respect to any act, omission, event or transaction occurring on or before prior to the date Closing, (iii) in the case of this Agreementany current or former officer, other than director or employee of any claim as to which a final determination is made Company, any compensation or employee benefits earned or accrued in a judicial proceeding respect thereof, or (in which the Administrative Agent and Lenders iv) any Seller or any of its Affiliates with respect to any ordinary course Contracts or commercial relationships with any Company set forth on Schedule 3.22. (b) Without limiting the generality of Section 6.10(a), with respect to the Released Parties have had an opportunity to be heard) which determination includes Claims, each Seller, on behalf of itself and each Releasing Party, hereby expressly waives all rights under any Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Notwithstanding any such Law or common law principle in any applicable jurisdiction, and for the purpose of implementing a specific finding that one full and complete release and discharge of the Released Parties acted in a grossly negligent mannerParties, illegal manner or with actual willful misconduct. Each Borrower each Seller, on behalf of itself and each Releasing Party, expressly acknowledges that the foregoing release is a material inducement intended to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders include in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding its effect all claims which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties Seller or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties Party does not know or suspect to exist as in his, her or its favor against any of the date hereofReleased Parties (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein). (c) Each Seller, on behalf of itself and each Releasing Party, acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of the Released Claims, but such Seller, on behalf of itself and each Releasing Party, intends to and, by operation of this Agreement shall have, fully, finally and forever settled and released any and all Released Claims without regard to the subsequent discovery of existence of such different or additional facts. (d) Each Seller, on behalf of itself and each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not and will not assign or transfer any Released Claim or possible Released Claim against any Released Party. Each Seller, on behalf of itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any liabilities, damages, costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer. (e) Each Seller, on behalf of itself and each Releasing Party, covenants and agrees not to, and agrees to cause his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by reason of assignment or otherwise, assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Action of any kind whatsoever, in law or equity, in each case against the Released Parties, or any of them, with respect to any Released Claims. Each Seller acknowledges that the foregoing release was separately bargained for and is a key element of this Agreement.

Release. For By its execution hereof and in consideration of any Loan the mutual covenants contained herein and each advance or other financial accommodation accommodations granted to Borrower and Mr. Carton hereunder, each Borrower, voluntarily, knowingly, unconditionallyMr. Carton, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assignsassigns and agents, heirshereby expressly forever waive, release and discharge any and all claims (including, without limitation, cross­ claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages any of them may have or allege to have as of the date of this Agreement of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise (collectively, the "Claims"), against Lender, its affiliates, subsidiaries, parent companiesagents, principals, managers, managing members, members, partners, stockholders, "controlling persons" (within the meaning of the United States federal securities laws), directors, officers, employees, shareholders attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions administrators of each of the Lender Partiesforegoing (collectively, or who may be liable for the injury or damage resulting therefrom (collectively the “"Released Parties”)") arising out of the Loan Agreement or any of the other related or ancillary documents, of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) the Security Documents, and demands any or all of the actions and transactions contemplated by the foregoing, including any kind whatsoever, at law actual or in equity, whether matured alleged performance or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any non-performance of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity under the Loan Agreement or any of the other related or ancillary documents, including, without limitation, the Security Documents. Each of Borrower and Mr. Carton hereby acknowledges that the agreements in this Section 10 are intended to be heard) which determination includes a specific finding that one in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Agreement, each of Borrower and Mr. Carton hereby expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower and hereby agrees and acknowledges that the foregoing release is a material inducement to Administrative Agent’s validity and each Lender’s decision to extend to Borrower effectiveness of the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know depend in any way on any such representation, acts and/or omissions or suspect to exist as the accuracy, completeness, or validity thereof. This Section 10 shall survive the termination of the date hereofthis Agreement.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and (a) Seller (on behalf of itself and its agents, attorneys, heirs, successors, and assigns Subsidiaries) (collectively the “Seller Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), hereby forever and any other personunconditionally waives and releases the Company, firmits Subsidiaries and their respective current and former officers, businessdirectors and agents (collectively, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Company Parties”), of and to the fullest extent permitted by Law, from any and all actions, causes of action, suits, debts, disputescosts, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, controversies, variances, trespasses, damages, claimsjudgments, obligationsdemands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”) that such Seller Releasing Party now has, has ever had or may hereafter have against the Released Company Parties arising contemporaneously with or prior to the Effective Date but solely to the extent that such Causes of Action arose out of Seller’s ownership and conduct of the business of the Company and its Subsidiaries prior to the Effective Date; provided, however, that nothing contained herein will release any Released Company Party from (i) any Causes of Action arising under this Agreement, the Purchase Agreement or the Transaction Documents or any rights to indemnification thereunder or (ii) any Causes of Action arising under arms length Contracts existing between the Company and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, which remains in effect after the Closing pursuant to the terms of the Purchase Agreement. (b) The Company (on behalf of the Company and its Subsidiaries) (the “Company Releasing Parties”), hereby forever and unconditionally waives and releases Seller, its Subsidiaries and their respective current and former officers, directors and agents (collectively, the “Released Seller Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, costscontroversies, expensesvariances, fees (includingtrespasses, without limitationdamages, reasonable attorneys’ fees) and demands judgments, demands, grievances or any other claims of any kind whatsoeveror nature, at law known or in equityunknown, whether matured existing or unmaturedclaimed to exist, liquidated or unliquidated, vested fixed or contingent, ▇▇▇▇▇▇ or inchoateboth at law and in equity (“Causes of Action”) that such Company Releasing Party now has, known or unknown that the Releasing Parties (or any of them) have has ever had or may have, hereafter have against the Released Seller Parties arising contemporaneously with or prior to the Effective Date but solely to the extent that such Causes of Action arose out of Seller’s ownership and conduct of the business of the Company and its Subsidiaries prior to the Effective Date; provided, however, that nothing contained herein will release any Released Seller Party from (i) any Causes of them (whether directly or indirectly) relating to events occurring on or before the date of Action arising under this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders Purchase Agreement or the Transaction Documents or any rights to indemnification thereunder or (ii) any Causes of Action arising under arms length Contracts existing between the Company and its Subsidiaries, on the one hand, and Seller and its Subsidiaries, on the other hand, which remains in effect after the Closing pursuant to the terms of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofPurchase Agreement.

Release. For and in consideration Upon the Date of any Loan and each advance or other financial accommodation hereunderFinal Judgment, each Borrower, voluntarily, knowingly, unconditionally, Releasing Party shall automatically and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively without further action by the “Releasing Parties”) does hereby fully and Party completely release, acquit acquit, and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “JOTS Released Parties”), of and Parties from any and all claims, demands, actions, suits, causes of action, suitswhether class, debtsprivate attorney general, disputesparens patriae, qui tam, taxpayer, or any other capacity, direct or indirect, or in their individual capacity or otherwise in nature (whether or not any member of the Settlement Class has objected to the Settlement Agreement or makes a claim upon or participates in the Settlement Fund, whether directly, representatively, derivatively or in any other capacity) that the Releasing Party ever had, now has, or hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and all known and unknown, foreseen and unforeseen, suspected or unsuspected, actual or contingent, liquidated or unliquidated claims, direct or indirect, injuries, losses, civil or other penalties, restitution, disgorgement, damages, claimsand the consequences thereof that have been asserted, obligationsor could have been asserted, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of in the Complaint or under any kind whatsoever, at federal law or any state law in equityany way arising out of or relating in any way to an alleged or actual conspiracy or agreement between any of the Defendants relating, whether matured directly or unmaturedindirectly, liquidated to (a) the Compensation paid or unliquidatedprovided to the Releasing Parties, vested directly or contingentindirectly, ▇▇▇▇▇▇ by Defendants, alleged co-conspirators, their respective subsidiaries, affiliates, and/or related entities (including but not limited to reducing competition for the hiring and retaining of, or inchoateto fixing, known depressing, restraining, exchanging information about, or unknown otherwise reducing that Compensation); or (b) exchanging information regarding the Compensation paid or provided to the Releasing Parties (any one, some or all of such claims are referred to herein as the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant other than the JOTS Released Parties, and (ii) any claims that are both wholly unrelated to the allegations or underlying conduct alleged in the Action and based on breach of themcontract, negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, discrimination, COVID-19 safety protocols, failure to comply with wage and hours laws unrelated to anticompetitive conduct, or securities claims. This reservation of claims set forth in (i) have and (ii) of this paragraph does not impair or may have, against diminish the right of the JOTS Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes assert any and all rights defenses to such claims. During the period after the expiration of the deadline for submitting an opt-out notice, as determined by the Court, and benefits that it respectively may prior to the Date of Final Judgment, all Releasing Parties who have as not submitted a valid request to be excluded from the Settlement Class shall be preliminarily enjoined and barred from asserting any Released Claims against any of the Lender Parties or any other JOTS Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general Parties. The release extends to claims which any of the Released Claims will become effective as to all Releasing Parties does not know or suspect to exist as of the date hereofDate of Final Judgment. As of the Date of Final Judgment, each Releasing Party further agrees that he or she or they will not file any other suit against the JOTS Released Parties arising out of or relating to the Released Claims.

Release. For As a material inducement to Buyer to enter into this Agreement, Founder and in consideration of any Loan and each advance Seller, on his or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for its own behalf and on behalf of itself his or its Affiliates, agrees not to s▇▇ and fully releases and forever discharges Buyer and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders members, managers, shareholders, agents, assigns and agents successors, past and present (hereinafter called collectively, the “Lender PartiesReleased Persons”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of with respect to and from any and all actionsProceedings, causes of actiondemands, suitsrights, liens, Contracts, covenants, Liabilities, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees expenses (including, without limitation, including reasonable attorneys’ fees) and demands Losses of any whatever kind whatsoeveror nature in law, at law equity or in equityotherwise, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, now known or unknown unknown, and whether or not concealed or hidden; provided, that the Releasing Parties (nothing in this Section 13.19 shall prohibit Seller or any of them) have Founder from enforcing his or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of its rights under this Agreement; provided, further, that nothing in this Section 13.19 shall constitute a release by Founder of Founder’s right to receive any unpaid salary, expense reimbursement and/or other than employment-related compensation accrued in the Ordinary Course of Business after the Closing pursuant to the Founder Employment Agreement. Without limiting the generality of the foregoing, Founder and Seller hereby waive, release and agree not to make any claim or bring any contribution, cost recovery or other action against Buyer, except as provided above. It is the intention of Founder and Seller that such release be effective as a bar to which a final determination is made each and every demand and Proceeding hereinabove specified and in a judicial proceeding (in which the Administrative Agent furtherance of such intention, Seller and Lenders Founder, on his or any its own behalf and on behalf of his or its Affiliates, hereby expressly waives, effective as of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerClosing, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits conferred upon such Person by the provisions of applicable Law (except as provided above) and expressly agrees that it respectively may have this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and Proceedings, if any, as against any of the Lender Parties or those relating to any other Released Parties under any lawdemands and Proceedings hereinabove specified, rule or regulation of any jurisdiction that would or could have the effect of limiting but only to the extent such provision is applicable to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist releases such as of the date hereofthis.

Release. For and in consideration of any Loan Arch Coal and each advance or other financial accommodation hereunderGuarantor (each, each Borrowera “Releasing Party” and collectively, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) ), does hereby fully remise, release and completely releasedischarge, acquit and shall be deemed to have forever discharge remised, released and discharged, the Administrative Agent, Issuing Lender First Lien Agent and each Lenderof the First Lien Lenders, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companiesofficers, directors, managers, principals, directors, officers, employees, shareholders agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and agents (hereinafter called other professionals and the “Lender Parties”)respective successors and assigns thereof, and any other personin each case, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom in their respective capacity as such (collectively hereinafter the “Released Parties”), of from any and all obligations and liabilities to the Releasing Parties (and their successors and assigns) and from any and all actionsclaims, causes of actioncounterclaims, suitsdemands, debts, disputesaccounts, damages, claims, obligationscontracts, liabilities, costsactions and causes of action arising prior to the Effective Date of any kind, expensesnature or description, fees whether known or unknown, matured or unmatured, foreseen or unforeseen or liquidated or unliquidated, arising in law or equity or upon contract or tort or under any state or federal law or otherwise, arising out of or related to the First Lien Credit Agreement or any of the other Loan Documents (as defined in the First Lien Credit Agreement), the obligations owing and the financial obligations made thereunder, the negotiation thereof and of the deal reflected thereby, and the obligations and financial obligations made thereunder, in each case that Arch Coal or any of the Guarantors at any time had, now have or may have, or that their successors or assigns hereafter can or may have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the Effective Date. The RSA Assumption Order shall provide that, with respect to all other parties in interest, including, without limitation, reasonable attorneys’ fees) any official committee of unsecured creditors appointed in the Bankruptcy Cases and demands of any kind whatsoever, at law other person or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring entity acting on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any behalf of the Released Parties have had an opportunity Company, this Section 6.20(b) shall be binding on such parties at the time and to be heard) which determination includes a specific finding that one the extent set forth in the applicable paragraphs of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofDIP Order.

Release. For Subject to entry of the Final Order, the Debtors hereby stipulate and in consideration of any Loan agree that they forever, unconditionally and each advance or other financial accommodation hereunderirrevocably release, each Borrowerdischarge and acquit the DIP Facility Agent, voluntarily, knowingly, unconditionallythe DIP Lenders, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Prepetition Secured Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companiesparents, principalsofficers, shareholders, directors, officers, employees, shareholders attorneys, and agents agents, past, present, and future, and their respective heirs, predecessors, successors, and assigns (hereinafter called collectively, the “Lender PartiesReleasees”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), ) of and from any and all actionsclaims, causes of action, suits, debtscontroversies, disputes, damages, claimsliabilities, obligations, liabilitiesdemands, costsdamages, expenses, fees expenses (including, without limitation, reasonable attorneys’ fees) ), debts, liens, actions, and demands causes of action of any and every kind whatsoever, at whether arising in law or in equityotherwise, and whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, not known or unknown matured, arising out of or relating to, as applicable, the DIP Facility, the DIP Loan Documents, the Prepetition Facilities, the Prepetition Financing Documents, and/or the transactions contemplated hereunder or thereunder including, without limitation, (x) any so-called “lender liability” or equitable subordination claims or defenses, (y) any and all claims and causes of action arising under the Bankruptcy Code, and (z) any and all claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the DIP Facility Agent, the DIP Lenders, and the Prepetition Secured Parties; provided that the Releasing Parties (forgoing shall not release any claims against a Releasee that a court of competent jurisdiction determines results primarily from the bad faith, gross negligence, or willful misconduct of such Releasee. The Debtors further waive and release any defense, right of them) counterclaim, right of set-off, or deduction to the payment of the Prepetition Obligations and the DIP Obligations which the Debtors now have or may claim to have, directly or indirectly (including through the Canadian Non-Debtor Obligors) against the Released Parties Releasees, arising out of, connected with or any of them (whether directly or indirectly) relating to any and all acts, omissions, or events occurring on or before prior to the date of Court entering this AgreementInterim Order; provided, other than any claim as to which a final determination is made in a judicial proceeding (in which further, that, notwithstanding the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent mannerforgoing, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights or claims under the Restructuring Support Agreement are fully reserved and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofpreserved.

Release. For and Subject to the provisions of Clause 7.10 hereof, that none of the following, or any combination thereof, releases, determines, discharges or in consideration any way lessens or affects the liability of the Guarantor as principal debtor under this Lease or otherwise prejudice or affects the right of the Landlord to recover from the Guarantor to the full extent of this guarantee: (a) any neglect, delay or forbearance of the Landlord in endeavouring to obtain payment of any Loan and each advance part of the rents or the other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and amounts required to be paid by the Tenant or in enforcing the performance or observance of any of the obligations of the Tenant under this Lease; (b) any refusal by the Landlord to accept rent tendered by or on behalf of itself and its agentsthe Tenant at a time when the Landlord was entitled (or would after the service of a notice under Section 14 of the 1881 Act have been entitled) to re-enter the Demised Premises; (c) any extension of time given by the Landlord to the Tenant; (d) any variation of the terms of this Lease (including any reviews of the rent payable under this Lease) or the transfer of the Landlord’s reversion or the assignment of this Lease to an Elan Group Company; (e) any change in the constitution, attorneysstructure or powers of either the Tenant, heirsthe Guarantor or the Landlord or the liquidation or bankruptcy (as the case may be) of either the Tenant or the Guarantor; (f) any legal limitation, successorsor any immunity, and assigns disability or incapacity of the Tenant (collectively whether or not known to the “Releasing Parties”Landlord) does hereby fully and completely release, acquit and forever discharge or the Administrative Agent, Issuing Lender and each Lender, and each fact that any dealings with the Landlord by the Tenant may be outside or in excess of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents the powers of the Tenant; (hereinafter called the “Lender Parties”), and g) any other personact, firmomission, businessmatter or thing whatsoever whereby, corporationbut for this provision, insurer, or association which may the Guarantor would be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law exonerated either wholly or in equity, whether matured part (other than a release under seal given by the Landlord or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date a determination of this Agreement, other than any claim as Guarantee pursuant to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofClause 8.10).

Release. For (a) Each Indemnitor, jointly and in consideration of any Loan and each advance or other financial accommodation hereunderseverally, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on its behalf and on behalf of itself the Indemnitor Parties hereby unconditionally and its agentsirrevocably forever RELEASES, attorneysDISCHARGES AND ACQUITS the Indemnified Parties from and against all Claims and Losses of whatsoever kind or nature, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and under any other person, firm, business, corporation, insurer, Law or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equityotherwise, whether matured accrued or unmaturedunaccrued, whether known or unknown, whether now existing or that might arise hereafter, present or future, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, contingent or fixed, liquidated or unliquidated, vested including without limitation any Claims for contribution and/or indemnity, and for all Losses of any kind or contingentnature, ▇▇▇▇▇▇ Claims for prejudgment interest, lost profits, consequential damages, exemplary damages, and other expenses or inchoatedamages, known incurred or unknown that to be incurred for, upon, or by reason of any matter, cause or thing arising prior to, on or following the Releasing Parties Effective Date arising out of, in connection with, or in any way related to Mining Operations at the Mines (collectively, the "Release Obligations"), regardless of when or how any of themthe Claims and Losses related to the Release Obligation arose and notwithstanding their foreseeability or predictability. (b) have Each Indemnitor, jointly and severally, on its behalf and on behalf o f the Indemnitor Parties, hereby unconditionally and irrevocably agrees to indemnify and hold harmless the Indemnified Parties from and against any and all Claims and Losses of whatsoever kind or may havenature (including prejudgment interest, against the Released Parties or any of them (whether lost profits, consequential damages, exemplary damages) directly or indirectlyindirectly arising from Claims of any Person (including any Governmental Authority) relating to events occurring on any Release Obligations. (c) Any Indemnified Party that is named in a Claim that is related to the Release Obligations or before the date of this Agreement, other than any claim as pursuant to which a final determination indemnification is made in a judicial proceeding (in which available under Section 4.1(b) shall have control over the Administrative Agent management, prosecution and Lenders or any settlement of such Claim, all at the ex pense of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofIndemnitors.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderIn order to induce the Noteholders to enter into this Agreement, each Borrowerof the Company and the Parent Guarantors, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself themselves and its agentstheir respective Related Parties (collectively, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”), acknowledges and agrees that: (a) does hereby fully and completely release, acquit and forever discharge none of the Administrative Agent, Issuing Lender and each Lender, and each Releasing Parties has any claim or cause of action against any of the Noteholders or any of their respective successorsRelated Parties (collectively, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”)) relating to or arising out of any Ultra Resources Financing Agreement or any agreement entered into in connection therewith; (b) to the actual (and not constructive or imputed) knowledge of any officer of either Parent Guarantors or the Company, none of the Releasing Parties has any offset right, counterclaim or defense of any kind against any of their respective obligations, Indebtedness or liabilities to any of the Noteholders; and from (c) each of the Noteholders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and its Subsidiaries under the Ultra Resources Financing Agreements to which it is a party. Each of the Parent Guarantors and the Company wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Noteholders’ rights, interests, contracts, or remedies under the Ultra Resources Financing Agreements, whether known or unknown, as applicable. Therefore, each of the Company and the Parent Guarantors, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all actionsliabilities, obligations, duties, promises or Indebtedness of any kind of the Noteholders to the Releasing Parties, except the obligations to be performed by any of them on or after the date hereof as expressly stated in the Ultra Resources Financing Agreements, and (y) all claims, offsets, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands suits or defenses of any kind whatsoeverwhatsoever (if any), whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that unknown, which the Releasing Parties (or any of them) might otherwise have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity Parties, in each case under clause (x) or clause (y), (A) whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, Indebtedness, claim, cause of action, defense, circumstance or matter of any kind, (B) other than any such liabilities, obligations, claims, causes of action or suits resulting from the gross negligence or willful misconduct of any Noteholder, as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to be heard) which determination includes a specific finding that one or arising out of the Ultra Resources Financing Agreements or any agreement entered into in connection therewith. The Released Parties acted in a grossly negligent mannershall not be liable with respect to, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower of the financial accommodations hereunder Parent Guarantors and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understandsCompany hereby waives, acknowledges releases and agrees that not to s▇▇ for, any special, indirect or consequential damages relating to the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actionUltra Resources Financing Agreements or arising out of activities in connection herewith or therewith (whether before, suit on or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of after the date hereof).

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderthe Closing, each Borrower, voluntarily, knowingly, unconditionallyof the Seller Parties shall, and irrevocably, with specific shall cause its Affiliates (other than the Company Entities) and express intent, for and on behalf of itself and its agents, attorneys, heirs, successorsRepresentatives, and their respective Affiliates, Representatives, successors and assigns to, (collectively the “Releasing Parties”x) does hereby fully and completely unconditionally waive and release, acquit to the fullest extent permitted under applicable Law, Buyer, the Company Entities and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successorsAffiliates, assignscurrent or former directors, heirs, affiliates, subsidiaries, parent companies, principals, directorsmanagers, officers, employees, shareholders Representatives, current or former members, direct or indirect owners, shareholders, agents, attorneys, insurers, predecessors, successors, affiliates, parent entities, subsidiaries, heirs and agents assigns (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Buyer Released Parties”), of ) from and from against any and all actions, causes of actionexecutions, suitsjudgments, duties, debts, disputesdues, damagesaccounts, bonds, Contracts and covenants (whether express or implied), and claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) obligations and demands whatsoever whether in law or equity which they may have against each of any kind whatsoeverthe Buyer Released Parties, at now or in the future, whether known or unknown, whether in law or in equity, whether matured in each case in respect of any cause, matter or unmaturedthing relating to the Transactions contemplated hereunder or the Purchased Entities, liquidated the Business, the Purchased Assets, the Assumed Liabilities or unliquidatedany actions taken or failed to be taken by any of the Buyer Released Parties in any capacity related to the Purchased Entities, vested the Business, the Purchased Assets or contingentthe Assumed Liabilities occurring or arising on or prior to the Closing Date (the “Seller Released Claims”), ▇and (y) irrevocably covenant to refrain from, directly or indirectly, asserting any Seller Released Claims against any Buyer Released Party; provided, however, that this release shall not apply to (a) Fraud, (b) covenants and agreements required to be complied with or fulfilled by ▇▇▇▇▇ following the Closing, (c) any rights or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release claims set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit in or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted contemplated by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties this Agreement or any other Released Parties under Transaction Document, or (d) any law, rule rights to indemnification or regulation exculpation provided for in the Governing Documents of any jurisdiction that would Company Entity, or could have the effect of limiting the extent to which a general release extends to claims which any with respect thereto. Each of the Releasing Seller Parties does not know or suspect represents to exist Buyer as of the date hereofClosing that neither it nor any of its Affiliates has assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any Seller Released Claim against a Buyer Released Party. This Section 5.17 shall survive the Closing and shall be a Post-Closing Covenant.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Release. For and in consideration (a) Effective for all purposes as of any Loan and each advance or other financial accommodation hereunderthe Closing, each BorrowerSeller, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its agents, attorneystrustees, heirsbeneficiaries, successorsdirectors, officers, Affiliates, Subsidiaries, estate, successors and assigns (collectively the each, a “Seller Releasing PartiesParty”) does ), hereby fully irrevocably and completely release, acquit unconditionally releases and forever discharge discharges, to the Administrative Agentfullest extent permitted by Applicable Law, Issuing Lender the Company, Parent and each Lender, Buyer and each of their respective successors, assigns, heirsSubsidiaries, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders representatives, agents, members, stockholders, successors, predecessors and agents assigns (hereinafter called each, a “Buyer Released Party” and collectively, the “Lender Parties”), and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Buyer Released Parties”), of and ) from any and all actionscharges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, debtsrights, disputes, damages, claims, obligations, liabilitiesdemands, costs, expensesDamages, fees debts and expenses (including, without limitation, reasonable including attorneys’ feesfees and costs incurred) and demands of any kind nature whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown unknown, suspected or unsuspected, existing or prospective (“Claims”), that the such Seller Releasing Parties (Party now has or hereafter may have against any or all of them) have or may have, against the Released Parties Parties, solely to the extent based on facts, whether or any of them (whether directly or indirectly) relating to events occurring not now known, existing on or before the date Closing and solely to the extent relating to the Company or its business or such Releasing Party’s status as a holder of any equity or debt of the Company (the “Seller Released Claims”). (b) Effective for all purposes as of the Closing, each of Buyer and Parent, on behalf of itself, the Company, and each of their respective agents, trustees, beneficiaries, directors, officers, Affiliates, Subsidiaries, estate, successors and assigns (each, a “Buyer Releasing Party” and collectively, the “Buyer Releasing Parties” and, together with the Seller Releasing Parties, collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges, to the fullest extent permitted by Applicable Law, each Seller, and each of their respective Subsidiaries, affiliates, directors, officers, employees, representatives, agents, members, stockholders, successors, predecessors and assigns (each, a “Seller Released Party” and collectively, the “Seller Released Parties” and, together with Buyer Released Parties, collectively, the “Released Parties”) from any and all Claims that such Buyer Releasing Party now has or hereafter may have against any or all of the Seller Released Parties, solely to the extent based on facts, whether or not now known, existing on or before the Closing and solely to the extent relating to the Company and its business, including the pre-Closing operations of the Company (the “Buyer Released Claims” and, together with the Seller Released Claims, the “Released Claims”). (c) Notwithstanding anything to the contrary contained in this Section 7.10, the Released Claims shall not include, and the Released Parties will remain liable to the Releasing Parties, with respect to, the liabilities and obligations, if any, they may have to the Releasing Parties, (i) pursuant to this Agreement, any Ancillary Agreement, any other than agreement or document executed or delivered pursuant to or in connection with this Agreement or the Transactions, (ii) with respect to any Releasing Party that is or was an employee, consultant or other service provider of the Company, for any and all matters relating to such Person’s employment or engagement with the Company, (iii) any rights any Releasing Party may have to indemnification or advancement or reimbursement of expenses under any directors’ liability insurance policy, tail insurance policy or pursuant to the Company Operating Agreement, and (iv) for any claim as for Fraud. (d) Each of Buyer, Parent and each Seller hereby represents and acknowledges that it has read the release in this Section 7.10 and understands its terms, is providing this release knowingly, freely and without coercion and has been given an opportunity to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any ask questions of the Released Parties have had an opportunity Party’s representatives and to be heard) which determination includes a specific finding that one consult with independent legal counsel of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductits own choosing. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s of Buyer, Parent and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders Seller further represents that in agreeing to make the Loans terms of this release by signing this Agreement, it does not rely, and in making each advance of Loan proceeds hereunder. Borrower understandshas not relied, acknowledges and agrees that the release on any representation or statement not set forth above in this release made by any representative of any Released Party or anyone else with regard to the subject matter, basis or effect of this release or otherwise. (e) Each of Buyer, Parent and each Seller hereby acknowledges that such party is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF |US-DOCS\159043691.20|| EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (f) Effective for all purposes as of the Closing, each of Buyer, Parent and each Seller waives and relinquishes on behalf of each Releasing Party any rights and benefits which such Releasing Party may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Each of Buyer, Parent and each Seller acknowledges that it may hereafter discover facts in addition to or different from those which such party now knows or believes to be pleaded true with respect to the Released Claims, but it is such party’s intention to fully and finally and forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, which do now exist or may exist or heretofore have existed between any Releasing Party and any Released Party with respect to the Released Claims. In furtherance of this intention, the releases herein shall be and remain in effect as a full and complete defense and may be used as a basis for an injunction against any action, suit general releases notwithstanding the discovery or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation existence of any jurisdiction that would such additional or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofdifferent facts.

Release. For As a material inducement to Buyer to enter into this Agreement, effective as of and in consideration of any Loan and each advance or other financial accommodation hereunderfrom the Closing, each BorrowerCompany Securityholder, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and in each case on behalf of himself, herself or itself and his, her or its agentscontrolled Affiliates (including any company or other entity controlled by such Company Securityholder) (each, attorneysa “Releasor”), heirsdirectly or indirectly, successorshereby irrevocably and unconditionally agrees and covenants, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releasenot to ▇▇▇ or prosecute against any Company Entity, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and Blocker or Buyer or each of their respective successorsAffiliates, assigns, heirs, affiliates, subsidiaries, parent companies, principalsequityholders, directors, officersmembers, managers, employees, shareholders agents, officers, successors and agents assigns (hereinafter called each, a “Releasee”) and hereby forever waives, releases and discharges, to the “Lender Parties”)fullest extent permitted by applicable Laws each Releasee, and any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of with respect to and from any and all actionsLosses, causes of action, suits, debts, disputes, damages, claims, obligationsLiens, liabilities, costscovenants, expensesor any Action of whatever kind or nature in law, fees equity, or otherwise, whether now known or unknown, whether now existing or hereafter arising, and whether or not concealed or hidden, all of which such Releasor now owns or holds or has at any time owned or held against any or all of the Releasees, in each case to the extent relating to their ownership of Company Securities or status as a member of the Company or a shareholder of Blocker; provided that (includingother than as set forth in the following proviso) nothing in this Section 8.13 will be deemed to constitute a release by any Releasor of or a covenant not to ▇▇▇ with respect to (a) any right to enforce its rights under this Agreement, without limitationany Related Agreement, reasonable attorneys’ feesany claim arising from or relating to such agreements, or bringing any claim against the Releasees arising from the transactions contemplated hereby or thereby, or (b) and demands any right, claim, entitlement of any kind whatsoeverReleasor to any accrued and unpaid salary, at law fees, reimbursable expenses or employee benefits (including accrued vacation) in equityrespect of such Releasor’s employment or engagement by a Company Entity prior to the Closing, whether matured (c) any rights to exculpation and/or indemnification such Releasor may have as a current or unmaturedformer director, liquidated manager, employee or unliquidatedofficer of a Company Entity or Blocker under applicable Law, vested the Organizational Documents of the applicable Company Entity or contingentpursuant to any indemnification agreement with a Company Entity or to the proceeds of any insurance policy maintained by or on behalf of any Company Entity or Blocker for the benefit of such Releasor, ▇▇▇or (d) any other right or claim that shall arise from events following the Closing; provided, further, that notwithstanding anything in this Section 8.13 to the contrary, each Releasor, directly or indirectly, hereby irrevocably and unconditionally agrees and covenants not to ▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction prosecute against any actionReleasee and forever waives, suit or other proceeding which may be institutedreleases and discharges, prosecuted or attempted in breach of to the provisions of such release. To the furthest fullest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally applicable Laws each Releasee with respect to and expressly waives and relinquishes from any and all Losses, Liens, liabilities, covenants, or causes of actions, of whatever kind or nature in law, equity, or otherwise, whether now known or unknown, whether now existing or hereafter arising, and whether or not concealed or hidden, all of which such Company Securityholder now owns or holds or has at any time owned or held against and or all of the Releasees with respect to the amount of any payments or issuances made to the Company Securityholder (including indirectly) if made in accordance with this Agreement (including the Closing Consideration Allocation Certificate). It is the intention of each Company Securityholder that such releases be effective as a bar to each and every Action hereinabove specified. In furtherance of this intention each Company Securityholder hereby expressly consents that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Actions, if any, notwithstanding any and all contrary rights or benefits conferred upon such Company Securityholder with respect to unknown or unsuspected Actions (which rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofare waived).