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 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 acknowledges and agrees that: (i) the Borrower does 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 agent); (ii) the Borrower does not have any offset right, shareholders counterclaim, right of recoupment or any defense of any kind against the Borrower’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. The Borrower 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 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 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 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 Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, attorneysassignees, heirssubtenants, successorslicensees, concessionaires, or to any other person or entity for any damage (including indirect 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”consequential damage), and any other personinjury, firmloss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, corporationbased on, insurerarising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), or association which may be responsible or liable for including but not limited to the acts or omissions following: repairs to any portion of the Lender Parties, Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or who may be liable for the injury any equipment therein; any accident or damage resulting therefrom from the use or operation (collectively by Landlord, Tenant or any other person or entity) of the “Released Parties”)following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any and all actionsRent or other sums payable to Landlord, 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, it being understood that ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, ▇’s sole remedy for recovering upon a claim shall be to institute an independent action 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 hereofLandlord.

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 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 Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, attorneysassignees, heirssubtenants, successorslicensees, concessionaires, or to any other person or entity for any damage (including indirect 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”consequential damage), and any other personinjury, firmloss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, corporationbased on, insurerarising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), or association which may be responsible or liable for including but not limited to the acts or omissions following: repairs to any portion of the Lender Parties, Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or who may be liable for the injury any equipment therein; any accident or damage resulting therefrom from the use or operation (collectively the “Released Parties”)by Landlord, 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 Tenant or any other Released Parties under person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any lawfire, rule or regulation robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any jurisdiction other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that would may leak, into, or could flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the effect of limiting right to set off or deduct the extent amount owed or allegedly owed to which Tenant from any Rent or other sums payable to Landlord, it being understood that Tenant’s sole remedy for recovering upon a general release extends claim shall be to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereofinstitute an independent action against Landlord.

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 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 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 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 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 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 (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 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 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 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 (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 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 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 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 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 (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 and in In consideration of any Loan the agreements of Agent and each advance or Lenders contained herein and for other financial accommodation hereundergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its agentsrespective subsidiaries, attorneys, heirspredecessors, successors, and assigns, and each of its respective current and former directors, officers, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (collectively individually and collectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative each of Agent, Issuing Lender and each LenderLenders, and each of their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, assigns, heirs, affiliatesand assigns (individually and 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 actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) expenses 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, has against the Released Parties or any of them (whether directly or indirectly) relating ), based in whole or in part on facts now known or of which the Releasing Parties would reasonably be expected to events occurring know, existing on or before the date hereof, that relate to, arise out of this Agreement, other than or otherwise are in connection with: (i) any claim as to which a final determination is made in a judicial proceeding (in which or all of the Administrative Agent and Lenders Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among a Borrower, on the one hand, and any or all of the Released Parties have had an opportunity Parties, on the other hand, relating to be heard) which determination includes a specific finding that one any or all of the Released Parties acted documents, transactions, actions or omissions referenced in a grossly negligent manner, illegal manner or with actual willful misconductclause (i) hereof. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend enter into this Agreement and agree to Borrower the financial accommodations hereunder modifications contemplated hereunder, and has been relied upon by the Agent and Lenders in agreeing to make connection therewith. Notwithstanding anything contained in this Agreement, the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the general release set forth above may be pleaded as a full in this Section 5 shall not extend to, and complete defense shall not include, any obligations of Agent and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted the Lenders to make extensions of credit after the date of this Agreement to Borrower in breach accordance with the terms 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 hereofFinancing Documents.

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. 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 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 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 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 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 The Parties agree to each release the other of all obligations, liabilities and in consideration costs arising under the Existing CECO 2 PPA as of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallythe Effective Date, and irrevocablyto further release each other regarding potential claims against one another and related to differing interpretations of the Existing CECO 2 PPA (the “PPA and Related Potential Claims”). Such claims include, with specific without limitation, the obligations to deliver, sell, receive and express intentpurchase energy and capacity under the Existing CECO 2 PPA, and disputes related to: (a) the payment for Delivered Energy (as such term is defined in the Existing CECO 2 PPA) delivered by NEA and received by CECO in excess of CECO’s entitlement; (b) the application of Article X(i), as set forth in the Existing CECO 2 PPA; (c) the allocation of certain congestion charges/credits imposed by the ISO; and (d) the pricing for the full term of the Existing CECO 2 PPA. The Parties agree that it is in their mutual best interests to waive such PPA and Related Potential Claims and to release each other from liability thereunder. Therefore, as of the Effective Date, the Parties, intending to be legally bound on behalf of itself themselves and its agentstheir past, attorneyspresent and future parents, heirssubsidiaries, affiliates, 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 successorspredecessors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, agents, attorneys, insurers, employees, shareholders stockholders, members, partners and agents (hereinafter called the “Lender Parties”)representatives ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY, FULLY AND FOREVER ACQUIT, RELEASE, AND DISCHARGE AND COVENANT NOT TO ▇▇▇ each other and any other personand all of their past, firmpresent and future parents, businesssubsidiaries, corporationaffiliates, insurersuccessors, or association which may be responsible or liable for the acts or omissions of the Lender Partiespredecessors, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”)assigns, of directors, officers, agents, attorneys, insurers, employees, stockholders, members, partners and representatives, from any and all actionsclaims, causes of action, suitsdemands, debtsobligations, disputescharges, complaints, controversies, damages, claims, obligations, liabilities, costs, expenses, fees (includingjudgments, without limitationguarantees, reasonable attorneys’ fees) agreements, or defaults of every and demands any nature, relating to or arising out of any kind whatsoeverthe PPA and Related Potential Claims, at whether in law or equity and whether arising in equitycontract (including breach), whether matured tort or unmaturedotherwise, liquidated and irrespective of fault, negligence or unliquidatedstrict liability, vested or contingentwhich a Party may have had, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may now have, against prior to 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 hereofEffective Date.

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. 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 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 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 (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 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 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 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 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 and in consideration Each of any the Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intentParties, 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, heirsparents, subsidiaries, affiliates, subsidiariespredecessors, parent companiesemployees, principalsagents, heirs and executors, as applicable, hereby fully and unconditionally releases each of the Lenders, and their respective directors, officers, employees, shareholders subsidiaries, affiliates, attorneys, agents, representatives, 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 actionsclaims, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and costs or demands of any whatever kind whatsoever, at law or in equitynature, whether matured known or unmaturedunknown, liquidated or unliquidated, vested fixed or contingent, asserted or unasserted, foreseen or unforeseen, or matured or unmatured, which any Loan Party may have had against the Released Parties by reason of any act or omission on the part of the Released Parties occurring prior to the date hereof, in each case regarding or relating to the Amended Document or the other Loan Documents (collectively, the “Released Matters”); provided, that Released Matters shall not include any claims, causes of action, costs or demands of whatever kind or nature, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, or matured or unmatured, resulting from the gross negligence or willful misconduct of the Released Parties, as determined by a court of competent jurisdiction in a final and non-appealable judgment or order. Each of the Loan Parties represents and warrants that (i) it has no knowledge of any such claims by it against the Released Parties and (ii) that the foregoing constitutes a full and complete release of all such claims. DocuSign Envelope ID: DE4B7423-D441-4F02-A273-9867166648B3 ​ ​ ​ ​ BORROWER HARMONY BIOSCIENCES HOLDINGS, INC. ​ ​ ​ ​ ​ By: ​ ​ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ or inchoate​ ​ Title: President and Chief Executive Officer ​ ​ ​ ​ ​ GUARANTOR HARMONY BIOSCIENCES, known or unknown that the Releasing Parties (or any of them) have or may haveLLC ​ ​ ​ ​ ​ By: ​ ​ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ Title: President and Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ [Signature Page to Amendment No. 1 to Credit Agreement] ​ ​ LENDERS ALOE SUB LLC, 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 Lender ​ ​ ​ ​ ​ By: Aloe Top Sub LLC, its sole member ​ ​ By: Aloe Topco LP, its sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ​ ​ Title:Authorized Signatory ​ ​ ​ ​ ​ ​ ​ ​ ALPACA SUB LLC, ​ ​ as a basis for an injunction against any actionLender ​ ​ ​ ​ ​ By: Alpaca Top Sub LLC, suit or other proceeding which may be institutedits sole member ​ ​ By: Alpaca Topco LP, prosecuted or attempted in breach of the provisions of such releaseits sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ​ ​ Title:Authorized Signatory ​ ​ ​ ​ ​ ​ ​ ​ BEGONIA SUB LLC, ​ ​ as a Lender ​ ​ ​ ​ ​ By: Begonia Top Sub LLC, its sole member ​ ​ By: Begonia Topco LP, its sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ​ ​ Title:Authorized Signatory ​ ​ [Signature Page to Amendment No. 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 1 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.Credit Agreement] ​

Release. For (a) Effective upon the Closing, except for any rights or obligations expressly set forth in this Agreement (including in Sections 2.10 and 7.4(a)(iii), Article X and Article XI (including with respect to Buyer’s right to indemnification pursuant to Section 11.2 or Fraud pursuant to and in consideration accordance with Article XI)) or in any of any Loan the other Transaction Documents, the Company Group and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and Buyer (on behalf of itself themselves and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”their Affiliates) does hereby fully and completely releaseirrevocably waive, acquit release and discharge forever discharge the Administrative Agent, Issuing Lender and each Lender, Sellers and each of their respective successorsRepresentatives, assignsagents and Affiliates (collectively, 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 “Sellers’ Released Parties”), of and ) from any and all actionsClaims, causes of action, suitsdemands, debts, disputesaccounts, covenants, contracts, arrangements, promises, obligations, damages, claimsjudgments, obligationsor liabilities of any kind, liabilitiesin law or equity, and causes of action of every kind and nature, or other recourse (including Claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), whether known or unknown, suspected or unsuspected or now or hereafter existing, which the Company Group or Buyer has or may have against the Sellers’ Released Parties, to the extent arising out of or relating to an action, event, circumstance or fact related to the conduct of the Business by the Company Group prior to the Closing (includingcollectively, without limitation, reasonable attorneysthe “Sellers’ feesReleased Claims”). The Company Group and Buyer shall refrain from directly or indirectly asserting any Sellers’ Released Claim or commencing (or causing to be commenced) and demands any Proceeding of any kind whatsoeverbefore any Court, at law arbitrator or Governmental Authority against the Sellers’ Released Parties based upon the Sellers’ Released Claims. (b) Effective upon the Closing, except for any rights or obligations expressly set forth in this Agreement 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 heardTransaction Documents, the Sellers (on behalf of themselves and their Affiliates) which determination includes a specific finding that one of hereby fully and irrevocably waive, release and discharge forever 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 Group and Buyer and each Lender’s decision to extend to Borrower the financial accommodations hereunder of their Representatives, agents and has been relied upon by the Lenders Affiliates (collectively, “Buyer Released Parties”) from any Claims, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, or liabilities of any kind, in agreeing to make the Loans law or equity, and in making each advance causes of Loan proceeds hereunder. Borrower understandsaction of every kind and nature, 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 institutedrecourse (including Claims for damages, prosecuted costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), whether known or attempted in breach of the provisions of such release. To the furthest extent permitted by lawunknown, Borrower hereby knowinglysuspected or unsuspected or now or hereafter existing, 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 Sellers has or suspect may have against the Buyer Released Parties, to exist as the extent arising out of or relating to an action, event, circumstance or fact related to the conduct of the date hereofBusiness by the Company Group prior to the Closing (collectively, the “Buyer Released Claims”). The Sellers shall refrain from directly or indirectly asserting any Buyer Released Claim or commencing (or causing to be commenced) any Proceeding of any kind before any Court, arbitrator or Governmental Authority against the Buyer Released Parties based upon the Buyer Released Claims. Nothing in this Section 7.2(b) shall limit any rights to indemnification or reimbursement referred to in Section 7.1 or pursuant to any contract set forth on Section 7.2(b) of the Company Disclosure Schedule.

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderClosing, each Borrower, Seller voluntarily, knowingly, unconditionally, unconditionally and irrevocably, with specific and express intent, for and on behalf of himself, herself or itself and its agents, attorneyshis or her spouse (if applicable), heirs, successors, assigns, executors, personal representatives, beneficiaries, trusts and assigns any other Person having a claim through or on behalf of such Seller (collectively the “Releasing Parties”) does hereby ), fully and completely release, acquit releases and forever discharge discharges the Administrative AgentBuyer, Issuing Lender the Company, the Subsidiaries and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principalsofficers, directors, officersmanagers, employees, shareholders agents and agents Affiliates (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 actionagreements, suitsamounts, debts, disputesclaims, damages, claims, obligations, liabilities, costs, expenses, fees (includingliabilities and obligations of every kind, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever, at law nature or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoatedescription, known or unknown that unknown, arising or existing at or prior to the Releasing Parties Closing relating to or otherwise connected with the Company and the Subsidiary (each a “Released Claim”), except for (a) any rights of the Seller under this Agreement and any agreement with the Buyer or any of themits Affiliates entered into pursuant to this Agreement, (b) have to the extent that such Seller served as an officer or may havedirector of the Company or its Subsidiaries, against any obligations of the Company or its Subsidiaries under their articles of organization or bylaws with respect to indemnification of such Seller in his or her capacity as a director or officer, (c) to the extent that such Seller served as an officer or director of the Company or its Subsidiaries, any benefits under a directors and officers insurance policy maintained by the Company or any Subsidiary for the benefit of its directors and officers or (d) to the extent that such Seller served as an employee of the Company or its Subsidiaries, any accrued but unpaid compensation or benefits at the time of Closing. Each Seller represents and warrants to the Released Parties that such Seller has not transferred, assigned or otherwise disposed of any part of them (whether directly or indirectly) relating to events occurring interest in any Released Claim. Each Seller, for such Seller and 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 to be heard) which determination includes a specific finding Releasing Parties, irrevocably covenants that one of neither 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 Seller nor any of the Releasing Parties does not know will, directly or suspect to exist as indirectly, ▇▇▇, commence any proceeding against, or make any demand upon the Released Parties in respect of the date hereofany Released Claim.

Release. For The Company and the Guarantors may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Financing Agreement or the other Loan Documents. The Administrative Agent, the Collateral Agent, the Lenders, the Company and the Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus the Company and the Guarantors make the releases contained in this Section 5. 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 the Collateral Agent and the Required Lenders entering into this Amendment and agreeing to substantial concessions as set forth herein, the Company and the Guarantors hereby fully and unconditionally release and forever discharge each Lenderof the Administrative Agent, the Collateral Agent and the Lenders, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders subsidiaries, branches, affiliates, attorneys, agents, representatives, successors and agents assigns and all persons, firms, corporations and organizations acting on any of their behalves (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 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) and demands from the beginning of any kind whatsoever, at law or in equitythe world to the date on which this Amendment 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 the Releasing Company and the Guarantors have, had, claims to have had or hereafter claims to have against the Released Parties (by reason of any act or omission on the part of the Released Parties, or any of them) , occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of the Obligations, the Financing Agreement or any of the Loan Documents (collectively, all of the foregoing, the “Claims”). The Company and the Guarantors represent and warrant that they have or may have, 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 date hereof would be heard) which determination includes the basis of a specific finding that one of claim by the Company or the Guarantors against the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconductwhich is not released hereby. Each Borrower acknowledges The Company and the Guarantors represent and warrant 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 be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release 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 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 Buyer on its own behalf and on behalf of itself and its agentseach of the Buyer Parties hereby agrees that, attorneys, heirs, successors, and assigns (collectively except as to the “Releasing Parties”) does hereby fully and completely releaseExcepted Matters” (as hereinafter defined), acquit and forever discharge each of Seller, Seller’s shareholders, partners or members, as the Administrative Agent, Issuing Lender and each Lendercase may be, and each of their respective successorspartners, assignsmembers, heirs, affiliates, subsidiaries, parent companies, principalstrustees, directors, officers, employees, shareholders representatives, property managers, asset managers, agents, attorneys, affiliated and agents related entities, heirs, successors and assigns (hereinafter called collectively, the “Lender PartiesReleasees”)) shall be, and any other personare hereby, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions effective as of the Lender PartiesClose of Escrow, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of fully and forever released and discharged by Buyer from any and all actionsliabilities, losses, claims, demands, damages (of any nature whatsoever), causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expensespenalties, fines, judgments, attorneys’ fees, consultants’ fees and costs and experts’ fees (collectively, the “Claims”) with respect to any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Property as of the Close of Escrow, including, without limitation, reasonable attorneys’ feesthe physical, environmental and structural condition of the Property or any law or regulation applicable thereto, including, without limitation, any Claim or matter (regardless of when it first appeared) and demands relating to or arising from (i) the presence of any kind whatsoeverenvironmental problems, at or the use, presence, storage, release, discharge, or migration of Hazardous Materials (as hereinafter defined) on, in, under or around the Property regardless of when such Hazardous Materials were first introduced in, on or about the Property, in each case latent or otherwise, (ii) any patent or latent defects or deficiencies with respect to the Property, (iii) any and all matters related to the Property or any portion thereof, including without limitation, the condition and/or operation of the Property and each part thereof, (iv) the presence, release and/or remediation of asbestos and asbestos containing materials in, on or about the Property regardless of when such asbestos and asbestos containing materials were first introduced in, on or about the Property, and (v) any construction defects, errors, omissions or other conditions, latent or otherwise, affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release to Seller. Buyer hereby waives and agrees not to commence any action, legal proceeding, cause of action or suits in law or in equity, of whatever kind or nature, including, but not limited to, a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. or any applicable state or local law, statute, regulation or ordinance (as such may be amended, supplemented or replaced from time to time), directly or indirectly, against the Releasees or their agents in connection with Claims released as described above. As to the release provided for above, Buyer expressly waives the benefit of any statute that provides that a general release does not release claims not known to the releasing party at the time of the release and all similar provisions or rules of law. Buyer elects to and does assume all risk for such Claims so released heretofore and hereafter arising, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, now known or unknown that by Buyer. In this connection and to 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 Buyer hereby knowinglyagrees, voluntarilyrepresents and warrants, intentionally which agreements, representations and expressly waives warranties shall survive the Close of Escrow and relinquishes any not be merged with the Deed, that (i) Buyer realizes and all rights and benefits acknowledges that factual matters now unknown to it respectively may have as against given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and (ii) the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses, other than the Excepted Matters. Without limiting the foregoing, if Buyer’s Knowledge Party has actual knowledge of (a) a default in any of the Lender Parties covenants, agreements or obligations to be performed by Seller under this Agreement and/or (b) any other Released Parties under breach or inaccuracy in any lawrepresentation of Seller made in this Agreement, rule or regulation of any jurisdiction that would or could have and Buyer nonetheless elects to proceed to close Escrow, then, upon the effect of limiting the extent to which a general release extends to claims which any consummation of the Releasing Parties does Close of Escrow, Buyer shall be conclusively deemed to have waived any such default and/or breach or inaccuracy and shall have no Claim against Seller or hereunder with respect thereto. Notwithstanding anything to the contrary herein, Seller shall not know or suspect have any liability whatsoever to exist as Buyer with respect to any matter disclosed to Buyer and known by Buyer’s Knowledge Party prior to the Close of the date hereofEscrow.

Release. For Each Obligor hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement, the Guarantee and Security Agreement and the other Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under the Credit Agreement, the Guarantee and Security Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of any Loan the agreements contained in this Amendment and each advance or other financial accommodation hereundergood and valuable consideration, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, Obligor (for and on behalf of itself and its agents, attorneys, heirs, Affiliates and the successors, assigns, heirs and assigns representatives of each of the foregoing) (collectively collectively, the “Releasing PartiesReleasors”) does hereby fully fully, finally, unconditionally and completely release, acquit irrevocably release and forever discharge the Administrative Agent, Issuing the Collateral Agent, each Lender and each Lender, and each of their respective successorsAffiliates, assigns, heirs, affiliates, subsidiaries, parent companies, principalsofficers, directors, officers, employees, shareholders attorneys, consultants and agents (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, disputes, damages, claims, obligations, liabilitiesdamages, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) , suits, demands, liabilities, actions, proceedings and demands causes of any kind whatsoeveraction, at in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, whether matured under contract, tort, statute or unmaturedotherwise, liquidated which any Releasor has heretofore had or unliquidatednow or hereafter can, vested shall or contingentmay have against any Released Party by reason of any act, ▇▇▇▇▇▇ omission or inchoatething whatsoever done or omitted to be done on or prior to the date hereof directly arising out of, known connected with or unknown that related to this Amendment, the Releasing Parties Credit Agreement, the Guarantee and Security Agreement or any other Loan Document (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 document entered into 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 hereofconnection therewith).

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunderAlthough both Landlord, each Borrower, voluntarily, knowingly, unconditionallyas a party to this Amendment, and irrevocablythe Tenant, with specific and express intentParent Sub or Parent, for and on behalf or any of itself and its agentstheir affiliates (collectively, 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 PartiesAE Entities”), as a party to this Amendment, regard their conduct as proper and do not believe that the other party has any claim, right, cause of action, offset or defense against the other personparty in connection with the execution, firmdelivery, business, corporation, insurerperformance and administration of, or association which may be responsible the transactions contemplated by, the Lease Agreement or liable for the acts or omissions of Project Agreement (collectively, the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released PartiesTransaction Agreements”), both parties as an inducement to enter into this Amendment and as consideration therefor, desire to eliminate any possibility that any past conduct, conditions, acts, omissions, events, circumstances or matters of any kind whatsoever could impair or otherwise affect any rights, interests, contracts or remedies of either party. Therefore, the Landlord and each AE Entity unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and adequately informed as to the relevant facts, circumstances and consequences, jointly and severally releases, waives and forever discharges Landlord and each AE Entity, their respective officers, directors and employees from and against (a) any and all actionsliabilities, indebtedness and obligations, whether known or unknown, of any kind whatsoever, (b) any legal, equitable or other obligations of any kind whatsoever, whether known or unknown, (c) any and all claims, whether known or unknown, under any oral or implied agreement with (or obligation or undertaking of any kind whatsoever of) which is different from or in addition to the express terms of the Transaction Agreements and (d) all other claims, rights, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands counterclaims or defenses of any kind whatsoever, at in contract or in tort, in law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (unknown, direct or derivative, which such Landlord or any of them) have or may have, against the Released Parties AE Entity or any of them (whether directly predecessor, successor 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 assign might otherwise have against Landlord or any AE Entity or their respective officers, directors or employees on account of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one any conduct, condition, act, omission, event, contract, liability, obligation, demand, covenant, promise, indebtedness, claim, right, cause 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 suit, damage, 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 kind whatsoever which existed, arose or could have occurred at any time prior to 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 Effective Date (as of the date hereofhereinafter defined).

Release. For As a material part of the consideration for the Administrative Agent, the 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 By its execution hereof and in consideration of any the terms 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 cross-claims, successorscounterclaims, 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 No. 3 Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (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 actionthis Amendment, 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 Credit 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 to be heard) which determination includes a specific finding that one hereunder or under the Loan Documents (the “Released Matters”). 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 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 11 shall survive the termination of this Amendment and the Loan Documents and the payment in 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 cash of all Obligations of the provisions Loan Parties under or in respect of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally Credit Agreement (as amended in Annex A) and expressly waives 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 and in consideration of any Loan and each advance or other financial accommodation hereunder(a) The Shareholder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and each of its agentsAffiliates and Related Parties (collectively, attorneysthe “Shareholder Releasing Parties”), heirsdoes hereby irrevocably and unconditionally release, successorsacquit and forever discharge Buyer, ▇▇▇▇▇▇▇▇, the Company, and assigns each of their respective Affiliates and Related Parties (collectively collectively, the “Company Released Parties”), of and from any and all Loss of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, contingent or otherwise, at law or in equity, which any such Shareholder Releasing Party now has, has ever had or may hereafter have against any Company Released Party arising from the Merger Agreement or arising contemporaneously with or prior to the Closing or on account of or arising out of, directly or indirectly, any act, omission, matter, cause, circumstance, event or transaction occurring contemporaneously with or prior to the Closing, including any claims arising from or relating to any of the Shareholder Releasing Party’s prior relationship with the Company Released Parties or the Shareholder Releasing Party’s rights or status as a current or former, direct or indirect, Affiliate or Related Party of the Company Released Parties or any other Person in which capacity the Shareholder Releasing Party is or was serving at the request of any of the Company Released Parties (collectively, the “Shareholder Causes of Action”); provided, however, that the Shareholder Causes of Action shall not include any rights or claims by any Shareholder Releasing Party arising from or under this Agreement or any Ancillary Agreement. The Shareholder understands that this is a full and final general release of all Shareholder Causes of Action that could have been asserted by any Shareholder Releasing Party against any of the Company Released Parties. (b) The Company, Buyer and ▇▇▇▇▇▇▇▇, on behalf of themselves and each of its Affiliates and Related Parties (collectively, the “Company Releasing Parties” and, together with the Shareholder Releasing Parties, the “Releasing Parties”) ), does hereby fully irrevocably and completely unconditionally release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, Shareholder and each of their respective successorsits Affiliates and Related Parties (collectively, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents (hereinafter called the “Lender Shareholder Released Parties”)” and, 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 Company Released 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 Loss of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, contingent or otherwise, at law or in equity, whether matured which any such Company Releasing Party now has, has ever had or unmaturedmay hereafter have against any Shareholder Released Party arising from the Merger Agreement or arising contemporaneously with or prior to the Closing or on account of or arising out of, liquidated directly or unliquidatedindirectly, vested any act, omission, matter, cause, circumstance, event or contingenttransaction occurring contemporaneously with or prior to the Closing, including any claims arising from or relating to any of a Company Releasing Party’s prior relationship with the Shareholder Released Parties or the Company Releasing Party’s rights or status as a current or former, direct or indirect Affiliate or Related Party of the Shareholder Released Parties or any other Person in which capacity the Company Releasing Party is or was serving at the request of any of the Shareholder Released Parties (collectively, the “Company Causes of Action” and, together with the Shareholder Causes of Action, the “Causes of Actions”); provided, however, that the Company Causes of Action shall not include any rights or claims by any Company Releasing Party arising from or under this Agreement or any Ancillary Agreement. The Company, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ or inchoate, known or unknown understand that the this is a full and final general release of all Company Causes of Action that could have been asserted by any Company Releasing Parties (or any of them) have or may have, Party 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 Shareholder Released Parties have had an opportunity to be heardParties. (c) 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, Releasing Party acknowledges and agrees that the terms and provisions of this Section 7.4 have been a material inducement to the Released Parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, and that the Released Parties will rely upon this Section 7.4 in consummating such transactions. Each Releasing Party represents and warrants to the Released Parties that it: (i) has not assigned any Causes of Action against any Released Party; (ii) fully intends to release all Causes of Action against the Released Parties; (iii) has consulted with counsel with respect to this Agreement and has been fully apprised of the consequences of this release; (iv) has had access to adequate information regarding the terms of this Agreement, the scope and effect of the releases set forth above may be pleaded as a full herein, and complete defense all other matters encompassed by this Agreement to make an informed and may be used as a basis for an injunction knowledgeable decision with regard to entering into this Agreement and the Ancillary Agreements; and (v) has not relied upon any Released Party in deciding to enter into this Agreement or any Ancillary Agreements and has made its own independent analysis and decision to enter into this Agreement and the Ancillary Agreements. Each Releasing Party shall not, and cause each Related Party not to, institute any Action against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Released Party with respect to any Causes of the provisions of such releaseAction. 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 The Released Parties under any law, rule or regulation are intended to be third party beneficiaries 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 7.4.

Release. For (a) Each of Parent, Borrower and in consideration each other Guarantor hereby acknowledge and agrees that as of January 25, 2013, the aggregate outstanding principal amount of the Advances under the Credit Agreement was $0 and the Letter of Credit Usage was $6,089,747 and that such Obligations are payable pursuant to the Credit Agreement as modified hereby without defense, offset, withholding, counterclaim, or deduction of any Loan kind. For the avoidance of doubt, Parent, Borrower and each advance other Guarantor hereby acknowledge and agrees that the foregoing does not include accrued and unpaid interest, fees, costs, and expenses under the Loan Documents. Parent and each other Guarantor hereby acknowledges, confirms and reaffirms (i) that all of such Obligations constitute Guarantied Obligations (as defined in the Guaranty), and (ii) all obligations owing by it to the Lender Group under any Loan Document to which it is a party, in each case, are unconditionally owing by it to the Agent, without offset, defense, withholding, counterclaim, or other financial accommodation hereunderdeduction of any kind, nature, or description whatsoever. (b) Effective on the date hereof, each Borrower, voluntarily, knowingly, unconditionally, of Borrower and irrevocably, with specific and express intenteach Guarantor, for itself and on behalf of itself its successors, assigns, and its agentsofficers, directors, employees, agents and attorneys, heirsand any Person acting for or on behalf of, successorsor claiming through it, and assigns (collectively the “Releasing Parties”) does hereby fully and completely releasewaives, acquit releases, remises and forever discharge the Administrative Agent, Issuing Lender discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successorssuccessors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, heirs, affiliates, subsidiaries, parent companiesshareholders, principalstrustees, directorsagents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to Borrower or such Guarantor (each a “Releasee” and collectively, 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 actionspast, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, suits, debts, disputes, damages, claimslosses, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) costs and demands expenses of any kind whatsoeveror character, at law or whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, vested suspected or contingentunsuspected, ▇▇▇▇▇▇ which Borrower or inchoatesuch Guarantor ever had from the beginning of the world to the date hereof, known now has, or unknown that the Releasing Parties (or might hereafter have against any of them) have or may havesuch Releasee which Claims relate, against the Released Parties or any of them (whether directly or indirectly) relating , to events occurring any act or omission by any Releasee that occurred on or before prior to the date of this Amendment and relate, directly or indirectly, to the Credit Agreement, any other than Loan Document, or to any claim as acts or omissions of any such Releasee with respect to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment or the Loan Documents. As to each and every Claim released hereunder, each of Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the Released Parties have had an opportunity provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every Claim released hereunder, each of Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each of Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be heard) which determination includes a specific finding true with respect to such Claims and agrees that one of the Released Parties acted this instrument shall be and remain effective in a grossly negligent manner, illegal manner all respects notwithstanding any such differences or with actual willful misconductadditional facts. Each of 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 Guarantor 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 . (c) Each of Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each of Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits each Guarantor further agrees that it respectively may have as against shall not dispute the validity or enforceability of the Credit Agreement or any of the Lender Parties other Loan Documents or any other Released Parties under any lawof its obligations thereunder, rule or regulation of any jurisdiction that would the validity, priority, enforceability or could have the effect of limiting the extent to which a general release extends to claims which of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If Borrower, any Guarantor or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the Releasing Parties does not know or suspect foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to exist pay, in addition to such other damages as any Releasee may sustain as a result of the date hereofsuch violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and The Securityholder hereby irrevocably, with specific unconditionally and express intentcompletely: (i) releases, 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 acquits and forever discharge discharges the Administrative AgentParent, Issuing Lender and each Lenderthe Buyer, the Company and each of their respective past, present and future affiliates, successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employeesagents, shareholders attorneys and agents other representatives, successors and assigns (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 past, present and all actions, causes of action, suits, debts, future disputes, damagesclaims, claimscontroversies, demands, rights, obligations, liabilities, costsactions and causes of action of every kind and nature, expenses, fees (including, without limitation, reasonable attorneys’ feesany unknown, unsuspected or undisclosed claim (each, a “Claim”), and (ii) waives 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 relinquishes each and every Claim that the Releasing Parties (or any of them) Securityholder may have had in the past, may now have or may have, have in the future against the Released Parties or any of them the Releasees, in the case of each of (whether i) and (ii), to the extent directly or indirectly relating to or directly or indirectly arising out of: (A) any written or oral agreements or arrangements between the Securityholder and the Company occurring, existing or entered into at any time prior to the Interim Effective Time; and (B) any events, matters, causes, things, acts, omissions or conduct related to the Company or the Merger and occurring or existing at any time prior to the Interim Effective Time, including, without limitation, any Claim that may be asserted or exercised by the Securityholder in the Securityholder’s capacity as a holder of Securities of the Company and any Claim arising (directly or indirectly) relating out of or in any way connected with the Securityholder’s employment or other relationship with the Company prior to events occurring the Interim Effective Time, including, without limitation, to the effect that the Securityholder is or may be entitled to any compensation, benefits or perquisites from the Company; provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, the Securityholder is not releasing, acquitting, discharging, waiving or relinquishing any Claims of or rights or remedies (arising at law, in equity or otherwise) available to the Securityholder (t) against another Securityholder, (u) under the Merger Agreement or any other agreement entered into in connection with the Merger Agreement to which the Securityholder is a party, including any amounts payable to the Securityholder under the terms of the Merger Agreement, (v) arising under any contract or agreement between the Company and the Securityholder set forth on or before Section 5.20(b) of the Buyer Disclosure Schedule, (w) under any written indemnification agreement entered into by the Securityholder with the Company prior to the date of this the Merger Agreement or for indemnification or advancement of expenses arising under applicable law or under the bylaws, certificate of incorporation of other similar governing document of the Company, (x) based on the fraud (including both fraudulent acts and omissions), intentional misrepresentation or willful misconduct of a Buyer Indemnitee, (y) pursuant to the Severance Plan, or (z) with respect to compensation, salaries, bonuses, reimbursements for expenses and/or vested benefits under any tax-qualified plans or programs, if any, that have accrued prior to, and are outstanding at, the Interim Effective Time. This release is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, other than and shall become null and void, and shall have no effect whatsoever, without any claim as to which a final determination is made in a judicial proceeding (in which action on the Administrative Agent and Lenders or part of any person, upon termination of the Released Parties have had an opportunity Merger Agreement for any reason 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 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 hereofClosing.

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderthe Effective Time, each Borroweryou, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on your own behalf and on behalf of itself and its agentsyour heirs, attorneys, heirsfamily members, successors, assigns and assigns executors (collectively the each, a “Releasing PartiesParty”) does ), hereby fully unconditionally and completely release, acquit irrevocably and forever release and discharge each of the Administrative AgentCompany, Issuing Lender Parent, Merger Sub, and each LenderBlocker, and each of their respective successors, Affiliates and each of their respective successors and assigns, heirsand any present or former directors, affiliates, subsidiaries, parent companies, principals, directorsmanagers, officers, employeesemployees or agents of such Person (each, shareholders and agents (hereinafter called the a “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 “Parent Released PartiesParty”), of and from from, and hereby unconditionally and irrevocably waive, any and all actionsclaims, debts, losses, expenses, proceedings, covenants, liabilities, suits, judgments, damages, actions and causes of action, suits, debts, disputes, damages, claims, obligations, liabilitiesaccounts, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equityequity that such party ever had, whether matured now has or unmaturedever may have or claim to have against any Parent Released Party, liquidated for or unliquidatedby reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to or upon the Effective Time, in respect of the undersigned’s ownership of the Units. You expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. You understand the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledge and agree that this waiver is an essential and material term of the Agreement. The claims released pursuant to this paragraph 6 are referred to collectively as the “Released Claims.” This waiver and release shall not be deemed to waive and release any claims or rights of a Releasing Party to (i) wages that remain unpaid as of the Effective Time, (ii) reimbursements for business expenses incurred and documented in compliance with Company’s or any of its Subsidiaries’ policies in effect immediately prior to the Effective Time and consistent with prior expenditures, (iii) unreimbursed claims under employee health and welfare plans, consistent with the terms of coverage, (iv) the entitlement, if any, to COBRA continuation coverage benefits or any other similar benefits required to be provided by law, (v) amounts that are vested under any of Company’s or contingentany of its Subsidiaries’ 401(k) plan, ▇▇▇▇▇▇ and (vi) any rights pursuant to a written employment or inchoateconsulting agreement between the undersigned or any of its Affiliates and the Company or any of its Subsidiaries. Notwithstanding the foregoing, known Parent shall remain liable to the undersigned with respect to the liabilities and obligations, if any, (i) arising pursuant to this Letter of Transmittal, the Agreement or unknown that any other agreement, document, certificate, instrument or documents executed or delivered in connection with the Releasing Parties Agreement by Parent in favor of the undersigned, and (ii) subject to Section 6.5 of the Agreement, with respect to the undersigned’s designated member of the board of managers of the Company, arising out of (A) the indemnification or contribution provisions of the Company’s and its Subsidiaries’ Organizational Documents, or any existing indemnification agreements between the undersigned (or any general partner, officer, director, manager, retired general partner, retired officer, retired director or retired manager of themthe undersigned) and the Company, (B) any applicable directors’ and officers’ liability insurance; and (C) if (and only if) the undersigned is an employee of or consultant to the Company, any rights the undersigned may have with respect to salaries, bonus, incentive compensation, severance, accrued vacation and reimbursement of business expenses by virtue of his or her employment or engagement with the Company or any rights the undersigned may havehave pursuant to any employment or consulting agreement between the undersigned (or any general partner, against officer, director, manager, retired general partner, retired officer, retired director, retired manager or Affiliate of the Released Parties undersigned) and the Company 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 its Subsidiaries. You represent and Lenders or any warrant that each of the Released Parties Claims is hereby fully and finally discharged, settled and satisfied. You acknowledge that you have had an the opportunity to be heard) which determination includes a specific finding consult legal counsel with respect to the waiver and releases set forth in this Letter of Transmittal and that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges you understand and acknowledge that the foregoing release is a material inducement to Administrative Agent’s you may hereafter discover facts 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 legal theories concerning the release set forth above may herein and the subject matter hereof in addition to or different from those of which you now believe to 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 hereoftrue.

Release. (a) For and in consideration of any Loan the amount to be paid to Seller under this Agreement, and each advance or other financial accommodation hereunderthe additional covenants and promises set forth in this Agreement, effective as of the consummation of the Closing, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and Seller Party on behalf of itself and its agents, attorneysassigns, heirs, successorsbeneficiaries, creditors, representatives, agents and assigns controlled Affiliates (collectively the “Seller Releasing Parties”) does ), hereby fully fully, finally and completely releaseirrevocably releases, acquit acquits and forever discharge the Administrative Agent, Issuing Lender and each Lender, and discharges each of Buyer, its Subsidiaries, the Company and their respective Representatives, managers, managing member, partners, general partners, limited partners, managing directors, members, trustees, shareholders, principals, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, affiliatesexecutors, subsidiariespersonal or legal representatives, parent companiesinsurers and attorneys of any of them (collectively, 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 “Buyer Released Parties”), of and ) from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, suits, debts, disputes, damages, claimsdemands, liabilities, obligations, liabilities, costs, expensesexpenses and compensation of every kind and nature whatsoever, fees (includingpast, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoeverpresent or future, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the unknown, contingent or otherwise, which such Seller Releasing Parties (Parties, or any of them, had, has or may have had at any time in the past until and including the date of this Agreement against Buyer Released Parties which relate to or arise out of such Seller Releasing Party’s prior relationship with the Company (including its present and former subsidiaries, parent entities or any predecessors-in-interest) (collectively, for the purposes of this Section 11.15, “Seller Causes of Action”); provided, that this release shall not affect or impair any of the rights of the Seller Releasing Parties or any obligations of Buyer Released Parties to the Seller Releasing Parties arising under this Agreement or in any Ancillary Agreement. (b) For and in consideration of the Interests to be transferred to Buyer under this Agreement, and the additional covenants and promises set forth in this Agreement, effective as of the consummation of the Closing, Buyer on behalf of itself and its Affiliates, assigns, heirs, beneficiaries, creditors, representatives and agents (the “Buyer Releasing Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges each Seller Party, and their respective Representatives, managers, managing member, partners, general partners, limited partners, managing directors, members, trustees, shareholders, principals, agents, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them (collectively, the “Seller Released Parties”) from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, obligations, costs, expenses and compensation of every kind and nature whatsoever, past, present or future, at law or in equity, whether known or unknown, contingent or otherwise, which such Buyer Releasing Parties, or any of them, had, has or may have had at any time in the past until and including the date of this Agreement against the Seller Released Parties which relate to or arise out of such Buyer Releasing Party’s prior relationship with the Company (including its present and former Subsidiaries, parent entities or any predecessors-in-interest) (collectively, for the purposes of this Section 11.15, “Buyer Causes of Action” and together with the Seller Causes of Action, the “Causes of Action”); provided, that this release shall not affect or impair any of the rights of Buyer Releasing Parties or any obligations of the Seller Released Parties to Buyer Releasing Parties arising under this Agreement or in any Ancillary Agreement. (c) The Seller Releasing Parties and Buyer Releasing Parties (together, the “Releasing Parties”) hereby represent to Buyer Released Parties and the Seller Released Parties, as applicable (together, the “Released Parties”), that the Releasing Parties: (i) have not assigned any Causes of Action or may havepossible Causes of Action against any Released Party, (ii) fully intend to release all Causes of Action against the Released Parties including unknown and contingent Causes of Action (other than those specifically reserved above) and (iii) have consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the consequences hereof. (d) Each Releasing Party acknowledges that such Releasing Party has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY 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 WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Releasing Party being aware of said code section agrees to expressly waive any rights such Releasing Party may have thereunder, as well as under any other statute or common law principles of similar effect. (e) The Releasing Parties hereby irrevocably covenant to refrain from, directly or indirectly: (i) asserting any Causes of Action, or commencing, instituting or causing to be commenced, or continuing with any claim, action or proceeding for a Cause of Action, and this Agreement may be raised by any Released Party or Buyer as an estoppel to any such claims, actions or proceedings and (ii) making any claim or commencing any action or proceeding against any Person (or assisting or encouraging any other Person in connection therewith) in which any claim, action or proceeding would arise against any Released Party for contribution or indemnity or other relief from, over and against any Released Party or which otherwise results in a Released Party suffering or incurring any Losses, whether under common law, equity, statute, Contract or otherwise, with respect a Cause of Action. Without in any way limiting any of the rights and remedies otherwise available to any Released Party, the Releasing Parties shall indemnify and hold harmless Buyer and each Released Party from and against all Causes of Action whether or not involving third-party claims, actions or proceedings, arising directly or indirectly from or in connection with the assertion by or on behalf of each Releasing Party or any of them (whether directly its Affiliates of any claim, action or indirectly) relating proceeding or other matter which is, or is purported to events occurring on or before be, a Cause of Action. It is the date intention of this Agreement, Seller and the 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 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 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 described in this Section 11.15 be pleaded effective as a full bar to each Cause of Action hereinabove specified. In furtherance of this intention, Seller and complete defense and may be used as a basis for an injunction against any action, suit or the 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 Releasing Parties hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes waive any and all rights and benefits conferred upon it by the provisions of applicable Law with respect to any Cause of Action and expressly consents that it respectively may have as against any the release described in this Section 11.15 shall be given full force and effect according to each and all 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 express terms and provisions.

Release. For and in consideration (a) Effective as of any Loan and each advance or other financial accommodation hereunderthe Closing, each BorrowerPurchaser, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on its own behalf and on behalf of itself of, after the Closing, the Group Companies (each, a “Purchaser Releasing Party” and collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and discharges, to the fullest extent permitted by Law, Seller and its respective past, present and future directors, officers, managers, employees, members, partners, shareholders, direct or indirect equity holders, financing sources, Affiliates, agents, attorneys, heirsadvisors, representatives, successors, and assigns and Affiliates of the foregoing (collectively collectively, the “Releasing Seller Released Parties”) does from any and all debts, losses, costs, bonds, suits, actions, causes of action, Liabilities, Taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims or demands, in Law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that the Purchaser Releasing Party had, presently has or may hereafter have or claim or assert to have against any of the Seller Released Parties to Seller’s to the extent arising out of or related to Seller’s ownership of the Purchased Interests, in each case at or prior to the Closing (collectively, the “Purchaser Released Claims”). This release is intended to be a complete and general release with respect to the Purchaser Released Claims, and specifically includes claims of the type described in the definition of “Purchaser Released Claims” that are known, unknown, fixed, contingent or conditional, including without limitation, breach of fiduciary duty, or such claims arising under the Securities Act of 1933, as amended, or any other federal, state, blue sky or local Law dealing with any securities. Purchaser hereby fully waives the protection of any provision of any Law that would operate to preserve any Purchaser Released Claims that are unknown as of the Closing Date. Purchaser shall not, and completely releaseshall cause the Purchaser Releasing Parties not to, acquit assert any Purchaser Released Claims against any Seller Released Parties. Notwithstanding the foregoing, no Purchaser Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby (including with respect to Fraud) or (ii) any claim arising from any obligations or Liabilities of any Seller Released Party which first arise after the Closing and forever discharge are not related to the Administrative Agentperiod prior to the Closing. Purchaser, Issuing Lender on its own behalf and each Lenderon behalf of the Purchaser Releasing Parties, acknowledges that it may not know of or suspect to exist certain Purchaser Released Claims, and hereby waives all rights which may exist under 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. (b) Effective as of the Closing, for and in consideration of the amount to be paid to Seller under this Agreement, Seller, on its own behalf and on behalf of its officers, directors, direct and indirect equityholders, Subsidiaries and Affiliates, and each of their respective successorssuccessors and assigns (each, assignsa “Seller Releasing Party” and collectively, heirsthe “Seller Releasing Parties”) hereby irrevocably and unconditionally release and discharges, affiliatesto the fullest extent permitted by Law, subsidiariesPurchaser and each Group Company, parent companiesand their respective past, principals, present and future directors, officers, managers, employees, shareholders members, partners, shareholders, direct or indirect equity holders, financing sources, Affiliates, agents, attorneys, advisors, representatives, successors, and agents assigns and Affiliates of the foregoing (hereinafter called 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 “Purchaser Released Parties”)) of, of and from any and all debts, losses, costs, bonds, suits, actions, causes of action, suitsLiabilities, debtsTaxes, disputescontributions, attorneys’ fees, interest, damages, claims, obligations, liabilities, costspunitive damages, expenses, fees (includingclaims, without limitationpotential claims, reasonable attorneys’ fees) and demands of any kind whatsoevercounterclaims, at law cross-claims or demands, in Law or in equity, whether asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, vested of any kind or contingentnature or description whatsoever, ▇▇▇▇▇▇ or inchoate, known or unknown that the Seller Releasing Parties (Party had, presently has or any of them) may hereafter have or may have, against the Released Parties claim or any of them (whether directly or indirectly) relating assert 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 Purchaser Released Parties to the extent arising out of or related to Seller’s ownership of the Purchased Interests, as applicable, in each case at or prior to the Closing (collectively, the “Seller Released Claims”). This release is intended to be a complete and general release with respect to the Seller Released Claims, and specifically includes claims of the type described in the definition of “Seller Released Claims” that are known, unknown, fixed, contingent or conditional, including without limitation, breach of fiduciary duty, or such claims arising under the Securities Act of 1933, as amended, or any other Released Parties under federal, state, blue sky or local Law dealing with any law, rule or regulation securities. Seller hereby waives the protection of any jurisdiction provision of any Law that would or could have the effect of limiting the extent operate to which a general release extends to claims which preserve any Seller Released Claims that are unknown as of the Closing Date. Seller shall not, and shall cause the Seller Releasing Parties does not to, assert any Seller Released Claims against any Purchaser Released Parties. Notwithstanding the foregoing, no Seller Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, any Ancillary Document entered into by Seller or the transactions contemplated hereby or thereby (including with respect to Fraud) or (ii) any claim arising from any obligations or Liabilities of any Seller Released Party which first arise after the Closing and are not related to the period prior to the Closing. Seller, on its own behalf and on behalf of the Seller Releasing Parties, acknowledges that it may not know of or suspect to exist certain Seller Released Claims, and hereby waives all rights which may exist under California Civil Code Section 1542, which provides as of the date hereof.follows:

Release. For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallyIn exchange for, and irrevocablysubject to your receipt of, with specific the above consideration, you agree to the following terms: You hereby release and express intentforever discharge, for and on behalf of itself and its agentsyou, attorneys, your heirs, successorsexecutors, administrators, legal representatives and assigns (collectively assigns, the “Releasing Parties”) does hereby fully and completely releaseCompany, acquit and forever discharge the Administrative Agentits predecessors, Issuing Lender and each Lender, and each of their respective successors, assigns, heirsofficials, affiliatesofficers, board of directors members, employees, subsidiaries, parent companiesaffiliated entities, principalsagents, directorslessees, officersmanagers, employees, shareholders underwriters and agents (hereinafter called the “Lender Parties”)insurers, and any every other person, firm, business, corporationunderwriter, insurer, partnership, organization or association which may corporation, hereinafter referred to as “the Parties to be responsible Released,” who might be, or might hereafter become liable for any and all claims, debts, damages and causes of action of whatsoever nature, whether known or unknown, whether growing out of tort, contract, quasi-contract, compensation, employment discrimination, or otherwise, including, but not limited to, the acts or omissions U. S. Constitution and laws of the Lender PartiesUnited States, or who may be liable for Title VII of the injury or damage resulting therefrom Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (collectively the “Released PartiesADEA”), the laws of and from the State of any and all actionsstate which may provide you, causes or an heir, executor, administrator, legal representative and/or assign of actionyou, suitswith a cause of action for damages or injunctive relief, debtsincluding but not limited to, disputesbreach of contract, liquidated damages, claimscompensatory damages, obligationswages, liabilitiesemotional or psychological damage or distress, punitive damages, attorney's fees, medical and health insurance benefits, vacation benefits, penalties, interest, costs, expensesemployment, fees (includingreemployment, 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 other legally or equitably recoverable categories of them) relief which you have or may have, have against the Released Parties to be Released, their current or any former officers, current or former employees, current or former managers, current or former members of them (whether the board of directors, directly or indirectly) relating indirectly connected with your employment with the Company. You acknowledge that you have had a reasonable opportunity to events occurring on or before the date of consider this Agreement, other than any claim as . You understand and acknowledge that the payment to you of the amounts provided for herein will constitute receipt by you of consideration to which a final determination you are otherwise not entitled and that such amounts are sufficient to support this Agreement. You further acknowledge that you are not relying upon any representations, assertions, promises, assumed action or inaction, of any other person in entering into this Agreement. You acknowledge that the Parties' complete agreement is made contained in a judicial proceeding (this document. You are signing this Agreement knowingly and willingly and have been advised to confer regarding it with counsel of his choice. You also agree that nothing in which the Administrative Agent and Lenders or any of the Released Parties have had an opportunity this Agreement is to be heard) which determination includes a specific finding that one construed as an admission 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 liability 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 hereofnature.

Release. For and in consideration (a) As of any Loan and each advance or other financial accommodation hereunderthe Closing Date, each BorrowerSeller hereby irrevocably releases, 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 acquits and forever discharge discharges the Administrative AgentCompany, Issuing Lender and each Lender, the Buyer and each of their respective officers, directors, shareholders, employees, principals, Affiliates (direct and indirect), parents, Subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, affiliatesexecutors, subsidiariespersonal or legal representatives, parent companies(collectively, 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, claims, counterclaims, suits, causes of action, suits, debts, disputes, damages, claimsdemands, obligations, obligations and liabilities, costsof every kind and nature whatsoever, expenseswhich such Seller or any of its Affiliates now has, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoeverhas ever had or may hereafter have, at law or in equity, whether matured known or unmaturedunknown, liquidated contingent or unliquidatedotherwise, vested against any of the Released Parties, including those relating to or contingentarising out of the ownership or acquisition of the Shares or any other Equity Interest or securities of the Company or any of its Subsidiaries, the employment or termination of employment or the governance of the business and affairs of the Company and its subsidiaries by any of the Released Parties (the “Released Claims”), in each case arising or related to facts or circumstances existing prior to the Closing; provided, however, that the Released Claims shall not include (i) claims arising under this Agreement or the agreements contemplated hereby or (ii) with respect to R. ▇▇▇▇▇▇▇ or inchoateand P. ▇▇▇▇▇▇▇, 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) ordinary course compensation obligations relating to events occurring on the such Seller’s employment with the Company. (b) Each Seller hereby represents that such Seller has not assigned any Released Claims or before the date of this Agreementpossible Released Claims. Each Seller covenants and agrees not to institute any litigation, other than any lawsuit, claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or action against any of the Released Parties have had an opportunity with respect to be heard) which determination includes a specific finding the Released Claims. Each Seller hereby represents and warrants that one such Seller has access to adequate information regarding the scope and effect of the Released Parties acted in a grossly negligent mannergeneral release set forth herein, illegal manner or and all other matters encompassed by such release, to make an informed and knowledgeable decision with actual willful misconductregard to granting this release. Each Borrower acknowledges Seller further represents and warrants that he or it has not relied upon the foregoing Company, Buyer or any other Released Party in deciding to grant this general release is a material inducement to Administrative Agent’s and each Lender’s has instead made his, her or its own independent analysis and 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 hereundergrant this release. Borrower understands, Each Seller acknowledges and agrees that the release set forth above may be pleaded as a full amounts payable to such Seller and complete defense under this Agreement provide good and may be used as a basis sufficient consideration for an injunction against any actionevery promise, suit or other proceeding which may be institutedduty, prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowinglyobligation, voluntarily, intentionally agreement 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 hereofright contained herein.

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunderthe Effective Time, each Borrowerof the Stockholders (personally and as an officer, voluntarilydirector and/or employee of the Company) shall be deemed to have, knowingly, unconditionally, and irrevocably, with specific and express intent, for on their own behalf and on behalf of itself their respective Affiliates and related Persons, including derivatively, to the fullest extent legally possible, hereby completely and forever release, waive and discharge, and shall be forever precluded from asserting, any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities, of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing in law, equity or otherwise, that the Stockholder and its agentsrespective Affiliates and related Persons, attorneysincluding derivatively, heirsto the fullest extent legally possible, successorshas, had or may have against the Company 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, present or former directors, officers, employees, shareholders management, predecessors, successors, members, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, 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 PartiesCompany acting in such capacity, that are based in whole or who may in part on any act, omission, transaction or other occurrence taking place on or prior to the Effective Time; provided, the provisions of this Section 5.4 shall be liable for inapplicable to the injury right of the Stockholders to receive (a) the Merger Consideration; (b) the other benefits of this Agreement and the Ancillary Agreements to which the Stockholders are expressly entitled; and (c) rights to indemnification under the DGCL or damage resulting therefrom the Company Charter Documents to the extent (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’ feesX) and demands such indemnification relates to a third-party claim by a Person not an Affiliate or a Related Party 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 Stockholder and (Y) the Releasing Parties (or any of them) have or may have, facts underlying such claim would not give rise to a claim for indemnification against the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of Stockholder under this Agreement. In making this waiver, other than any claim each Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which such Stockholder now believes to be true with respect to the subject matter released herein, but agrees that it has taken that possibility into account in reaching this Agreement and as to which a final determination is made in a judicial proceeding (in which such Stockholder expressly assumes 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 hereofrisk.

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 Effective upon the closing of the transactions contemplated by the Purchase Agreement (the “Closing Date”) and in exchange for the consideration of any Loan paid directly or indirectly to the Restricted Parties under the Purchase Agreement and other good and valuable consideration, each Restricted Party, hereby releases and forever discharges the Company 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, principalsrepresentatives, directors, managers, officers, employees, shareholders predecessors, successors and agents assigns (hereinafter called together with the Company, each, a “Company 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 “Released Company Parties”), of and from any and all actionsClaims (as defined below) which such Restricted Party now has, causes of actionever has had, 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 ever claims to have had against any of them) have the Company Parties arising from or may have, against related in any manner to the Released Parties or indirect ownership relationship between any of them (whether directly or indirectly) relating to events occurring the Company Parties, on the one hand, and the Restricted Party, on the other hand, on or before the date of this AgreementClosing Date. In addition, 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, Restricted Party acknowledges and agrees that there are no accrued but unpaid dividends, management fees or similar payments owing from the Company to such Restricted Party. Notwithstanding the foregoing, the Restricted Parties do not release or discharge any Claims arising out of or relating in any way to (a) the Purchase Agreement, the agreements set forth above may be pleaded as a full and complete defense and may be used exhibits to the Purchase Agreement or the Ancillary Documents (as a basis for an injunction against defined in the Purchase Agreement) executed in connection therewith, (b) any actionconsideration payable to the Restricted Parties pursuant to, suit or other proceeding which may be instituted, prosecuted or attempted in breach arising out of the Purchase Agreement, (c) any rights available to such Restricted Party or any such board designee in his, her or its capacity as an officer, director, manager or member of the Company or any of its Subsidiaries under the indemnification provisions contained in the organizational documents of such release. To the furthest extent permitted by Company (including, for the avoidance of doubt, the Company’s limited liability company agreement (or equivalent)) and its Subsidiaries or applicable law, Borrower or (d) any compensation, benefits, or reimbursement of expenses payable by any Company Party to Restricted Parties as an employee or independent contractor of the Company. Each Restricted Party hereby knowinglyirrevocably covenants to, voluntarilyand to cause its controlled Affiliates to, intentionally and expressly waives and relinquishes refrain from asserting any and all rights and benefits that it respectively may have as Claim or demand, or commencing, instituting or causing to be commenced, any Claims of any kind against any of the Lender Company Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of purported to be released hereby. Without limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or suspect rights and remedies otherwise available to exist as the Company Parties, each of the date hereofRestricted Parties shall indemnify and hold harmless the Company Parties from and against any and all losses incurred by the Company Parties to the extent resulting from the assertion by such Restricted Party of any Claim purported to be released hereby.

Release. For (a) JPMC represents, and ▇▇▇▇▇▇▇ acknowledges, that the payments and benefits provided to ▇▇▇▇▇▇▇ under this Agreement exceed in the aggregate those to which he otherwise would be entitled as of the date of this Agreement. (b) 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 contingentJPMC entering this Agreement, ▇▇▇▇▇▇▇ hereby releases and gives up any and all claims and rights arising out of or inchoaterelating to his employment with the Firm or the termination thereof (collectively, known “Released Claims”) that he has or unknown that the Releasing Parties (may have against JPMC or any of them) have its affiliates, or may haveagainst any present or former employee, against the Released Parties agent, officer, director, shareholder, member, principal, successor, assign, trustee, heir, administrator, executor or representative or any of them the foregoing (whether directly collectively, the “Releasees”), up to the date ▇▇▇▇▇▇▇ signs this Agreement; provided, however, that JPMC acknowledges and agrees that ▇▇▇▇▇▇▇ is not releasing the Releasees from: (i) any rights or indirectlyentitlements arising under or preserved by this Agreement; (ii) payment of any and all benefits and/or monies earned, accrued, vested or otherwise owing, if any, to ▇▇▇▇▇▇▇ under the terms of JPMC’s retirement, savings incentive and/or deferred compensation plans or co-investment partnerships (except that ▇▇▇▇▇▇▇ hereby releases and waives any claims that his termination was to avoid payment of such benefits or payments, and that, as a result of his termination, he is entitled to additional benefits or payments); (iii) any rights to post-employment participation under the terms of any welfare benefit plan sponsored by the Firm to the extent provided by governing law or the terms of such plan as in effect from time to time; or (iv) any rights that cannot be waived under applicable governing law. This Section 11(b) releases all of ▇▇▇▇▇▇▇’ claims to the extent set forth in the immediately preceding sentence, including claims of which ▇▇▇▇▇▇▇ is not aware and claims not specifically mentioned in this release, and, to the extent set forth in the immediately preceding sentence, applies to all of ▇▇▇▇▇▇▇’ claims arising from or relating to any act, omission, occurrence or event that has happened up to the date that ▇▇▇▇▇▇▇ signs this Agreement, including, but not limited to, claims: (i) relating to events the terms and conditions of ▇▇▇▇▇▇▇’ employment with the Firm, or the cessation of employment with the Firm; (ii) relating to discrimination on the basis of age, alienage, citizenship, creed, disability, gender, handicap, marital status, national origin, race, religion, sex, or sexual orientation; (iii) arising under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., as amended; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Family and Medical Leave Act; and any other federal, state or local statute, ordinance, rule, regulation or order relating to employment; (iv) arising under the laws of the United Kingdom; (v) based on common law; (vi) for whistle-blowing, libel, slander or defamation; (vii) for wages, bonus, compensation, expense reimbursement, vacation, compensatory time, severance, fees, benefits or any other sum of money or thing of value whatsoever; and (viii) for attorney’s fees, costs, disbursements and the like. (c) Contemporaneously with execution of this Agreement, ▇▇▇▇▇▇▇ will execute the U.K. Compromise Agreement attached as Exhibit E, which is incorporated into this Agreement by reference. (d) As of the date ▇▇▇▇▇▇▇ signs this Agreement, ▇▇▇▇▇▇▇ represents that he has no physical or mental disability resulting from his employment with JPMC which would form the basis for a Workers’ Compensation claim against the Firm. (e) ▇▇▇▇▇▇▇ agrees that he has not and will not file or cause to be filed any charge, claim, lawsuit or legal proceeding based on any claim released under Section 11(b) above that seeks personal, equitable or monetary relief for ▇▇▇▇▇▇▇ in connection with any matter occurring at any time in the past concerning ▇▇▇▇▇▇▇’ employment relationship with the Firm, up to and including the date of this Agreement or involving any continuing effects of any acts or practices which may have arisen or occurred on or before prior to the date of this Agreement; provided, 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 mannerhowever, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”), subject to the restriction that if any such charge 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 understandsfiled, acknowledges and ▇▇▇▇▇▇▇ agrees that the release set forth above may should he or any other person, organization, or other entity file, charge, claim, ▇▇▇ or cause or permit to be pleaded as a full and complete defense and may be used as a basis for an injunction against filed any charge, civil action, suit or other legal proceeding, with the EEOC or otherwise, against JPMC involving any matter occurring at any time in the past, ▇▇▇▇▇▇▇ will not seek or accept any personal relief (including, but not limited to, monetary award, recovery, relief or settlement) in such charge, civil action, suit or 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 to the extent to which a general release extends to claims which that such relief is based on any of the Releasing Parties does not know or suspect to exist as of the date hereofclaim released under Section 11(b) above.

Release. For (a) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Buyers and the Companies, 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 case on behalf of itself and its agentsrespective Subsidiaries, attorneysAffiliates and other Representatives (collectively, 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 PartiesBuyer Releasers”), hereby knowingly, willingly, irrevocably and any other personexpressly waives, firmacquits, businessremises, corporation, insurer, or association which may be responsible or liable for the acts or omissions discharges and forever releases each of the Lender Parties, Sellers and the Sellers’ Affiliates (including any general partner of the Sellers or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and their Affiliates) from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) Liabilities and demands obligations to such Buyer Releasers of any kind or nature whatsoever, to the extent related to the Business, whether in the capacity as an equity holder of the Companies or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any Law or Contract (other than this Agreement and any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise at law or in equity, and each of the Buyer Releasers hereby agrees that it will not seek to recover any amounts in connection therewith or thereunder from the Sellers or the Sellers’ Affiliates (except as provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or herein). (b) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Sellers, in each case, on behalf of itself and its Subsidiaries, Affiliates and other Representatives following the Closing (collectively, the “Seller Releasers”), hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each of the Buyers, the Company Entities and their respective Affiliates and Subsidiaries from any and all Liabilities and obligations to such Seller Releasers of any kind or nature whatsoever, whether matured in the capacity as an equity holder of the Companies or unmaturedotherwise, in each case whether absolute or contingent, liquidated or unliquidated, vested or contingent, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties unknown, matured or unmatured or determined or determinable, and whether arising under any Law or Contract (or other than this Agreement and any of themthe other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) have or may haveotherwise at law or in equity, against and each of the Released Parties Seller Releasers hereby agrees that it will not seek to recover any amounts in connection therewith or thereunder from any of them the Buyers, the Company Entities and their respective Affiliates and Subsidiaries (whether directly or indirectly) relating to events occurring on or before the date of except as provided for in 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 Agreement or any of the Released Parties have had an opportunity other agreements executed and delivered in connection herewith, but, in each case, only 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 extent 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 herein 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 hereofherein).

Release. For and in consideration Effective as of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionallythe Closing Date, and irrevocablyexcept as to Seller’s obligations, with specific representations, warranties and express intentcovenants under this Agreement and documents executed pursuant to this Agreement, for Buyer, on its own behalf and on behalf of itself and its trustees, officers, employees, other Affiliates, agents, attorneys, heirsrepresentatives, successors, successors and assigns (collectively the each of Buyer’s constituent entities, “Releasing Parties”) does hereby fully and completely releaseagrees that each Seller, acquit and forever discharge the Administrative Agent, Issuing Lender each of Seller’s constituent entities and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, Seller’s or its constituent entities’ directors, officers, employees, shareholders other Affiliates, agents, attorneys, representatives, 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 ) shall be fully and forever released and discharged from any and all actionsliabilities, losses, claims (including third party claims), demands, damages of any nature PURCHASE AND SALE AGREEMENT – PAGE 39 whatsoever, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expensespenalties, fines, judgments, attorneys’ fees, consultants’ fees and costs and experts’ fees (collectively, “Claims”), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Property including, without limitation, reasonable attorneys’ feesthe physical, environmental and structural condition of the Property or any law or regulation applicable thereto, including, without limitation, any Claim or matter (regardless of when it first appeared or appears) relating to or arising from: (a) the status of title to the Real Property or Seller’s ownership of the Real Property including all matters shown on the Title Report, the Survey and demands all matters which would have been shown on an ALTA/ACSM survey of the Real Property; (b) the presence of any kind environmental problems, or the use, presence, storage, release, discharge, migration or transportation of Hazardous Substances on, in, under, about or to or from the Property regardless of when such Hazardous Substances were first introduced on, in, under, about, or transported to or from, the Property; (c) any patent or latent defects or deficiencies with respect to the Property; (d) the presence of any mold or microbial agents in the Property; (e) any and all matters related to the physical condition of the Property or any portion thereof, including without limitation, the condition and/or operation of the Property and each part thereof and specifically including all matters, conditions, and deficiencies reflected in the Diligence Material; (f) any defect, default or unenforceability of any Lease, Contract or Permit, (g) geological or seismic conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding the withdrawal of water therefrom, and faulting; (h) whether or not and the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway, or special flood hazard; (i) drainage and soil conditions of the Property; (j) the existence of or availability of any development rights; (k) zoning requirements (including any special use permits) to which the Property or any portion thereof may be subject or the status of compliance with such requirements; (l) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electricity; (m) usages of any adjoining property; (n) access to the Property or any portion thereof; (o) the value, compliance with specifications, size, location, age, use, merchantability, quality, description, or condition of the Property or any portion thereof, or suitability of the Property or any portion thereof for Buyer’s purposes, or fitness for any use or purpose whatsoever; (p) the compliance of the Property with applicable building codes, at fire codes, land use or access laws or ordinances including, without limitation, the Americans with Disabilities Act (and the local equivalent thereof) or any similar Laws, including Environmental Laws; (q) the square footage or leaseable area of the Improvements and/or the Real Property; or (r) the credit-worthiness of any tenant under any of the Leases (collectively, the “Subject Matter”). Except as otherwise provided in the preceding sentence, Buyer hereby waives the right to pursue and hereby covenants and agrees not to commence any action, legal proceeding, cause of action or suit in law or in equity, whether matured of whatever kind or unmaturednature, liquidated or unliquidatedincluding, vested or contingentbut not limited to, ▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or under any of them) have or may haveEnvironmental Law, against the Released Parties or any one of them (whether directly or indirectly) relating their agents in connection with any Claim. In this connection and 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 greatest extent permitted by law, Borrower Buyer hereby knowinglyagrees, voluntarily, intentionally represents and expressly waives warrants that Buyer realizes and relinquishes any and all rights and benefits acknowledges that factual matters now unknown to it respectively may have as against given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases and the limitations in this Section and Sections 3.5 and 8.5 have been negotiated and agreed upon in light of that realization, that Buyer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown Claims, and that this release is a material factor in Seller’s negotiation of the Purchase Price and represents a material portion of the consideration given to Seller by Buyer in exchange for Seller’s performance hereunder. Without limiting the foregoing and notwithstanding anything to the contrary contained herein, if Buyer has actual knowledge of (i) a default in any of the Lender Parties covenants, agreements or obligations to be performed by Seller under this Agreement and/or (ii) any other Released Parties under breach or inaccuracy in any lawrepresentation of Seller made in this Agreement and/or (iii) any failure of condition to Buyer’s obligation or close the transaction contemplated by this Agreement and Buyer nonetheless elects to proceed with the Closing, rule then, upon the consummation of the Closing, Buyer shall be conclusively deemed to have waived any such default and/or breach or regulation inaccuracy and or failure of condition and shall have no Claim against Seller or hereunder with respect thereto. In no event shall any liability of any jurisdiction Seller under Section 6.11.1 or Section 6.12 be included in the foregoing release of liability. As further consideration for the foregoing release provided in this Section 8.4, Buyer hereby agrees, represents and warrants that would the matters released herein are not limited to matters that are known or could disclosed. In this connection, Buyer hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, Claims, demands, debts, controversies, damages, costs, losses and expenses that are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that the effect foregoing release provided in this Section 8.4 has been negotiated and agreed upon in light of limiting the extent to which a general release extends to claims which any that realization, and they Buyer (for itself and on behalf of the Releasing Parties) nevertheless hereby intends to release, discharge and acquit the Released Parties does not know or suspect from any such unknown causes of action, Claims, demands, debts, controversies, damages, costs, losses and expenses that are in way related to exist as of the date hereof.Subject Matter. /s/ DL /s/ MCD Buyer Initials Seller Initials

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 Effective as of the Lender PartiesClosing, 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, D▇. ▇▇▇▇▇▇▇▇ (on behalf of himself and his Affiliates, agents, trustees, beneficiaries, estate, heirs, successors and assigns (other than Company)) (each a “Releasor”) hereby: (a) represents and warrants that the Releasors have no Claims, other than Excluded Claims, against the Company, Parent, or inchoateany of their respective Affiliates, partners, stockholders, representatives, predecessors, successors, related entities or assigns in their respective capacities as such (collectively, the “Releasees”), with respect to the Company or its respective businesses; (b) irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, choses in action, suits, rights, demands, costs, Losses, debts and expenses (including all attorneys’ fees and costs incurred) of any kind or nature whatsoever, 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 manner“Claims”); provided, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release does not include Claims arising from or related to any rights of Releasor (i) under this Agreement or any other Ancillary Document to which Releasor is a material inducement party, (ii) if 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 each Lender’s decision owing to extend Releasor but unpaid as of the Closing, or (iii) with respect 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 claims that cannot be released as a matter of Loan proceeds hereunder. Borrower understandslaw (collectively, “Excluded Claims”); provided further, that Releasor expressly acknowledges and agrees that the release set forth above may be pleaded contained in this Section 5.13 (Release) applies to all Claims as a full defined above, whether such Claims are known or unknown, and complete defense includes 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 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 Claim released under this Section 5.13 (Release); and (d) represents, warrants, covenants and agrees that no Claim or possible 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 and If the Closing occurs, the Stockholders shall have no rights, hereunder or otherwise, to indemnification or contribution from the Company with respect to any matter based on events or circumstances occurring or arising prior to the Closing, including, without limitation, any inaccuracy in consideration or breach of any Loan and each advance representation or other financial accommodation hereunderwarranty of Company made in or pursuant to this Agreement, each Borroweror any breach or non-fulfillment of any covenant or obligation of Company contained in this Agreement. Each Stockholder, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself himself or herself and its agents, attorneys, each of his or her heirs, successors, successors and assigns (collectively the “Releasing Parties”) does "RELATED PERSONS"), hereby fully and completely releaseunconditionally remises, acquit releases and forever discharge discharges Company, the Administrative AgentSurviving Corporation, Issuing Lender Bentley and each Lender, Merger Sub and each of their respective successorsindividual, assignsjoint or mutual, heirspast, affiliatespresent and future officers, directors, employees, agents, Affiliates, stockholders, controlling persons, parent corporations, subsidiaries, parent companiessuccessors and assigns (individually, principalsa "Releasee" and collectively, 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 "RELEASEES") from any and all manner of actions, causes of action, suits, debtsclaims, disputescounterclaims, damagesdemands. proceedings, claimsorders, obligations, liabilitiescontracts, costsagreements, expensespromises, fees (covenants, defenses, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which either such Stockholder or any of his or her respective Related Persons now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing, including, without limitationbut not limited to, reasonable attorneys’ fees) any rights under federal or state securities laws and demands any rights to indemnification or reimbursement from Company, whether pursuant to its organizational documents, contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of the Releasees specifically arising under this Agreement or any Collateral Documents. Each Stockholder 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 whatsoeveragainst any Releasee, 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 based upon 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 matter purported 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 released 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 hereofthis Section 9.6.

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 the Borrower, 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) none of the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge Borrower nor such Subsidiaries has any claim or cause of action against the Administrative Agent, Issuing Lender and each the Swing Line Lender, and each the Collateral Agent or any Bank (or any 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 PartiesBorrower nor such Subsidiaries has any offset rights, counterclaims or who may be liable for defenses of any kind against any of its respective obligations, indebtedness or liabilities to the injury Agent, the Swing Line Lender, the Collateral Agent or damage resulting therefrom any Bank; and (collectively c) each of the “Released Parties”)Agent, the Swing Line Lender, the Collateral Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower and from each such Subsidiary. The Borrower, on behalf of itself and its Subsidiaries, wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent's, the Swing Line Lender's, the Collateral Agent's or the Banks' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower, on behalf of itself and its Subsidiaries, unconditionally releases, waives and forever discharges (x) any and all actionsliabilities, obligations, duties, promises or indebtedness of any kind of the Agent, the Swing Line Lender, the Collateral Agent or any Bank to the Borrower or any of its Subsidiaries, except the obligations to be performed by the Agent, the Swing Line Lender, the Collateral Agent 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 the Releasing Parties (Borrower or any such Subsidiary might otherwise have against the Agent, the Swing Line Lender, the Collateral Agent, 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 (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 In consideration of any Loan the payments of the Purchase Price by Eclipsys to the Stockholders and each advance or other financial accommodation hereunderas a condition to the execution and delivery of this Agreement by Eclipsys, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and Stockholder hereby gives the following general release effective as of the Closing Date: (a) Each Stockholder on behalf of itself himself and its his agents, attorneys, heirs, successorssuccessors and assigns, hereby irrevocably and assigns (collectively the “Releasing Parties”) does hereby fully and completely releaseunconditionally releases, acquit acquits and forever discharge the Administrative Agentdischarges EPSI, Issuing Lender and each LenderEclipsys, and each of their respective successorsAffiliates and their respective partners, assigns, heirs, affiliates, subsidiaries, parent companies, principalsstockholders, directors, officers, employees, shareholders officers and agents (hereinafter called the “Lender Parties”)agents, and any other persontheir respective successors and assigns (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 to the fullest extent permitted by applicable Legal Requirements, from any and all charges, complaints, claims, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, debtsrights, disputesdemands, damages, claims, obligations, liabilitiesremedies, costs, expenseslosses, fees (includingdebts, without limitationexpenses and fees, reasonable attorneys’ fees) and demands of any kind whatsoeverevery type, at law kind, nature, description or in equitycharacter, whether matured known or unmaturedunknown, suspected or unsuspected, liquidated or unliquidated, vested including but not limited to those arising out of or contingentin connection with (i) the Stockholder’s employment, ▇▇▇▇▇▇ or inchoateother relationship with EPSI, known (ii) the Stockholder’s right to or unknown that interest in any Intellectual Property or other assets or properties of EPSI, or (iii) the Releasing Parties (Stockholder’s right to or any of theminterest in any Contract with EPSI, and (iv) any equity or other interests the Stockholder may have or may haveclaim to have in, against the Released Parties or any of them other claims the Stockholder may have against, EPSI or its predecessors (whether directly or indirectly) relating to events occurring on or before collectively, the date of this Agreement“Claims”), other than any claim as one month’s salary and other expenses related to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any employment of the Released Parties have had an opportunity to be heard) which determination includes a specific finding Stockholders by EPSI that one are accrued on the balance sheet of EPSI as of the Released Parties acted Closing Date, and included in a grossly negligent manner, illegal manner or with actual willful misconductthe Current Liabilities and the Closing Date Net Working Capital calculation. Each Borrower acknowledges Stockholder represents that he has not assigned or transferred or purported to have assigned or transferred to any Person any Claims. This general release set forth in this Section 6.12 shall not affect any rights that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower Stockholder may have which arise solely under this Agreement (including payment of the financial accommodations hereunder and has been relied upon by Purchase Price), or his Employment Agreement or Restricted Stock Agreement, or that arise after the Lenders in agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, Closing Date. (b) Each Stockholder acknowledges and agrees that the release set forth above may be pleaded as a full releases made herein constitute final 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 releases 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 with respect to all Claims. Each Stockholder expressly acknowledges and agrees that would or could have the effect of limiting the extent to which a this general release extends is intended to claims include in its effect, without limitation, all Claims which any of the Releasing Parties such Stockholder does not know or suspect to exist as at the time hereof, and this general release contemplates the extinguishment of any and all such Claims. Furthermore, each Stockholder hereby expressly waives and relinquishes any rights and benefits he may have under any Legal Requirements, including Missouri state law or any common law principles limiting waivers of unknown claims. Each Stockholder understands that the facts under which he gives this full and complete release and discharge of the date hereofReleased Parties may hereafter prove to be different than now known or believed by him and such Stockholder hereby accepts and assumes the risk thereof and agrees that his full and complete release and discharge of the Released Parties with respect to the Claims shall remain effective in all respects and not be subject to termination, rescission or modification by reason of any such difference in facts and circumstances. (c) Each Stockholder represents and agrees that he has not filed with any Governmental Entity or arbitrator or any other Person any complaint, charge or lawsuit against any of the Released Parties involving any Claims, and that he will not do so at any time hereafter. (d) Each Stockholder represents and acknowledges that in executing this general release he does not rely and has not relied upon any representation or statement not set forth herein made by any of the Released Parties or by any of the Released Parties’ Affiliates, agents, representatives or attorneys with regard to the subject matter, basis or effect of this general release or otherwise. (e) Without limiting the foregoing general release, each Stockholder agrees that he will not, directly or indirectly, (i) bring or cause to be brought, or encourage or participate in the prosecution of, any action, proceeding or suit seeking recovery by or on behalf of any Person from any Released Party of any amount in respect of, or Damages with respect to, any of the Claims, or (ii) defend any action, proceeding or suit in whole or in part on the grounds that any or all of the terms or provisions of this Section 6.12 are illegal, violate any Legal Requirements, invalid, inequitable, not binding, unenforceable or against public policy.

Release. For Effective from and in consideration of any Loan and each advance or other financial accommodation hereunderafter the Closing, each BorrowerParty, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for on their own behalf 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 Lendertheir respective Affiliates, and each of their respective the foregoing’s successors, assigns, heirsheirs and beneficiaries, affiliatesirrevocably and unconditionally waives, subsidiariesreleases and promises never to assert any claims, parent companiescauses of action or similar rights of any type (however described and however arising) that any Party or any of their respective successors or assigns may currently have, principalswhether or not now known, directorsagainst the other Party, their respective Affiliates or their respective current or former managers, equity holders, officers, employees, shareholders and agents or employees (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 are on account of any matter whatsoever attributable to the period, or arising during the period, from the beginning of time through and including the Closing Date, with the exception of the Specified Obligations (the “Released Claims”). Each Party acknowledges and agrees that (a) the release contained in this Section 10.16 (this “Claim Release”) shall be effective as a bar to all Released Claims, of (b) this Claim Release shall be given full force and from any effect according to each and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees its express terms and provisions and (including, without limitation, reasonable attorneys’ feesc) and demands of if 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 (Party or any of them) have or may havetheir respective Affiliates assert any Released Claim against any other Released Parties, against then this Claim Release shall serve as a complete defense to such Released Claim and the Party attempting to assert such Released Claim shall, jointly and severally, hold harmless, indemnify, pay and reimburse Released Parties to the extent of any Losses arising or resulting from the assertion of an Released Claim. As used herein, “Specified Obligations” means the rights of any of them Party: (whether directly i) set forth in or indirectly) relating to events occurring on or before the date arising under any provisions 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 Agreement or any of the Released Parties have had an opportunity Ancillary Agreements or with respect to be heardthe subject matter hereof, including any claim indemnifiable hereunder, (ii) which determination includes with respect to indemnification or expense reimbursement from Seller pursuant to such Seller’s governing documents or mandated under applicable Law (other than such rights with respect to matters indemnifiable by Seller), or (iii) under a specific finding that one Benefit Plan of Seller. As to 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, Party acknowledges and agrees that it and he is aware of, has had the release set forth above may be pleaded as a full opportunity to seek legal counsel 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 is familiar with the provisions of such release. To the furthest extent permitted by lawCalifornia Civil Code Section 1542, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have which provides 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 follows: “A general release extends does not extend to claims which any of that the Releasing Parties 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, each Party hereby waives all rights that this provision or any comparable provision under any state, federal or non-U.S. law may give to any other Party as well as under any other statute or common law principles of the date hereofsimilar effect. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY, FOR EACH SUCH PARTY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WAIVES THE BENEFIT OF ANY PROVISION OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS OR MATTERS WHICH THE RELEASING PARTY DID NOT KNOW OR SUSPECT TO EXIST IN THE RELEASING PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY THE RELEASING PARTY MAY HAVE AFFECTED ITS SETTLEMENT WITH THE RELEASED PARTY.

Release. For (a) Each Major Stockholder acknowledges that Tekelec has required that, as a condition to Tekelec entering into the Merger Agreement and in consideration of any Loan and each advance or other financial accommodation hereunderthe transactions contemplated thereby, each BorrowerMajor Stockholder must enter into this Agreement. Notwithstanding the foregoing, voluntarilyhowever, knowinglythis Agreement shall not be effective until the Effective Time. (b) Upon the Effective Time, unconditionallyeach Major Stockholder hereby unconditionally and irrevocably agrees to, and irrevocablydoes, with specific and express intentremise, 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 release and forever discharge the Administrative AgentCompany, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, its parent companies, principalsaffiliates and subsidiaries, Tekelec, its affiliates and subsidiaries, the stockholders and owners of each of the foregoing, and the directors, officers, employees, shareholders agents, representatives, heirs, administrators, predecessors, attorneys, successors and agents assigns of each of the foregoing, in each case now or hereafter existing (hereinafter called the “Lender Parties”"Releasees"), 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 liabilities, claims, demands, actions, causes of action, debt, account, bond, judgments, suits, debtsinterest, disputes, damages, claims, obligations, liabilities, costspenalties, expenses, and/or litigation costs, including reasonable attorneys' fees, expert fees, and appellate fees and costs, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, which arise or have arisen, or the basis for which occurs or has occurred, at or prior to the Effective Time (collectively, "Claims"). (c) Each Major Stockholder affirms that the matters covered by Section 4(b) include, without limitation, (i) any Claims under the securities or other laws of the United States, any state or territory thereof, or any foreign jurisdiction, relating to the sale of any of the Company's securities to, or ownership of any of the Company's securities by, such Major Stockholder, (ii) any Claims challenging or disputing the validity, enforceability, binding effect or legality of the Documents, and (iii) any Claims for breach of fiduciary duty arising from any actions or inactions at or prior to the Effective Time, including, without limitation, reasonable attorneys’ feesrelated to the Merger and the related transactions contemplated by the Documents. (d) Upon the Effective Time, each Major Stockholder does not remise, release or discharge the Releasees from (i) their covenants, agreements and demands obligations under the Documents, whether such covenants, agreements and obligations are required to be performed or otherwise arise prior to, at or after the Effective Time, or (ii) any action or inaction after the Effective Time. (e) Each Major Stockholder agrees that nothing in this Release is an admission by either such Major Stockholder or any Releasee of any kind whatsoeverwrongdoing, at either in violation of an applicable law or otherwise, and that nothing in equitythis Agreement is to be construed as such by any Person. Each Major Stockholder further acknowledges that he, whether matured she or unmaturedit understands this Release, liquidated the claims he, she or unliquidatedit is releasing, vested the promises and agreements he, she or contingentit is making, ▇▇▇and the effect of his signing this Release. This Release shall be construed and governed by the laws of the State of Delaware applicable to contracts executed and performed entirely within such state. (f) Each Major Stockholder hereby waives the benefit of any statute or rule of law which, if applied to this Release, would exclude from its binding effect any Claim against the Releasees not now known by such Major Stockholder to exist. This Agreement is intended to be a general release and a covenant not to sue that extinguishes all Claims released above and precludes any atte▇▇▇ or inchoate, known or unknown that the Releasing Parties (or by any of them) have or may have, Major Stockholder to initiate any litigation against the Released Parties or Releasees with respect to the Claims released above. If any of them (whether directly or indirectly) relating to events occurring on or before the date Major Stockholder commences any Claim in violation of this Agreement, other than any claim the Releasees shall be entitled to assert this Agreement as to which a final determination complete bar. This Agreement is made binding on the Major Stockholders and their respective heirs, legal representatives, successors, and assigns, 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 mannertheir own right, 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 the rights of others. (g) Solely with respect to the Claims released hereunder, each advance of Loan proceeds hereunder. Borrower understands, acknowledges Major Stockholder expressly waives and agrees that relinquishes 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 action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. To the furthest fullest extent permitted by law, Borrower hereby knowinglythe provisions, voluntarilyrights, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of Section 1542 of the Lender Parties or any other Released Parties under any lawCalifornia Civil Code, 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 as in his favor at the time of executing the date hereofrelease, which if known by him must have materially affected his settlement with the debtor. (h) Each Major Stockholder hereby acknowledges that he, she or it has been advised to consult with an attorney before executing this Agreement and otherwise in connection with the Merger and all actions contemplated by the Documents and the Merger and the related transactions contemplated by the Documents and that such Major Stockholder has done so or, after careful reading and consideration has chosen not to do so of such Major Stockholder's own volition. Each Major Stockholder hereby acknowledges that he, she or it has signed this Release knowingly and voluntarily and with the advice of any counsel retained to advise such Major Stockholder with respect to it.