Common use of Release Clause in Contracts

Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution Without limiting the generality of this Agreementthe foregoing, Borrowers acknowledge each Borrowing Party, on its own behalf and confirm on the behalf of its representatives, partners, shareholders, subsidiaries, affiliated and related entities, successors and assigns (hereinafter collectively referred to as the "Borrowing Group" and as to the Borrowing Group, each Borrowing Party represents and warrants that Borrowers do not have any it has the right, power and authority to waive, release and forever discharge on behalf of the Borrowing Group, the "Bank Group" as hereinafter defined) waives, releases and forever discharges each Lender, and their respective officers, directors, subsidiaries, affiliated and related companies or entities, agents, servants, employees, shareholders, representatives, successors, assigns, attorneys, accountants, assets and properties, as the case may be (together hereinafter referred to as the "Bank Group") from and against all manner of actions, cause and causes of action, damagessuits, claimsdebts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, obligations, liabilities, costs, expenses and/or demands expenses, losses, damages, judgments, executions, claims and demands, of any whatsoever kind whatsoeveror nature, at in law or in equity, matured whether known or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)unknown, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person not concealed or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Partieshidden, arising out of or relating to this Agreementany matter, cause or thing whatsoever, that any of the Credit Agreement and the other Loan Documents which Releasing Parties ever had Borrowing Group, jointly or severally, may have had, or now have or that may subsequently accrue against the Bank Group by reason of any Released Partymatter or thing whatsoever arising out of or in way connected to, includingdirectly, without limitationor indirectly, the Loans and/or any presently existing claim or defense whether or not presently suspectedof the Loan Documents through the date hereof, contemplated or anticipatedEach Borrowing Party acknowledges and agrees that Lenders are specifically relying upon the representations, warranties, covenants and agreements contained herein and that such representations, warranties, covenants and agreements constitute a material inducement to enter into this Agreement.

Release. By execution of this AgreementIf and only if the Closing occurs, Borrowers acknowledge each RPS Securityholder, for itself, and confirm that Borrowers do not have any actionsits heirs, causes of actionpersonal representatives, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementsuccessors and assigns (collectively, the Credit Agreement or the other Loan Documents against any Released Party (as defined below“Releasors”), whether asserted or unasserted. Notwithstanding any other provision hereby forever fully and irrevocably releases and discharges Parent, Merger Sub, Target, each of any Loan Documenttheir respective direct and indirect Subsidiaries, to the extent that such actionsand each of their respective predecessors, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally successors and irrevocably, with specific past and express intent, for and on behalf of itself, its managerspresent stockholders, members, managers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates other representatives (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and ) from any and all actions, causes of action, damagessuits, claims, obligationsdemands, liabilitiesdebts, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expenses expense, and demands attorneys’, brokers’ and accountants fees and expenses) arising out of any kind whatsoeveror related to events, at law facts, conditions or in equitycircumstances existing or arising prior to the Closing Date, matured which the Releasors can, shall or unmatured, vested or contingent, that any of the Releasing Parties has may have against any of the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 6.16, “Released Claims” does not include, and the provisions of this Section 6.16 shall not release or otherwise diminish, (i) the obligations of any party set forth in or arising under any provisions of this Agreement or the Ancillary Documents, (ii) if such RPS Securityholder is an employee of Target or any of its Subsidiaries, in respect of (a) the current year’s accrued but unpaid compensation and (b) such employee’s outstanding benefits under the Target Benefit Plans as of the Closing Date, and (iii) any claim that any RPS Securityholder has against the Parent for any breach of the terms and conditions of this Agreement or any claims arising out of statements and information contained in the Readmission Document and Information and Offering Statement, other than those statements and information supplied by Target concerning Target or relating its financial condition or operations for inclusion or incorporation by reference in the Readmission Document, or any amendments or supplements thereto (including in the “Letter from the Chairman of Cross Shore – Background to this Agreement, RPS,” “Risk Factors – Risks Related to RPS/The Biopharmaceutical Outsourcing Industry,” “Information on RPS/The Enlarged Group – Information on RPS” and “Financial Information on RPS” sections of the Credit Agreement and the other Loan Documents which Releasing Parties ever had Readmission Document or now have against any Released Party, including, without limitation, any presently existing claim amendments or defense whether or not presently suspected, contemplated or anticipatedsupplements to such sections).

Release. By execution In consideration of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementthe foregoing amendments, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Note Parties signatory hereto, whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentand, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under any Note Party, for its past, present and on behalf future successors in title, representatives, assignees, agents, officers, directors and shareholders, does hereby and shall be deemed to have forever remised, released and discharged each of itselfthe Collateral Agent and the Buyers, its managersand their respective Affiliates, membersand any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersshareholders, trustees, agents, employees, stockholdersconsultants, Affiliatesexperts, agentsadvisors, representativesattorneys and other professionals and all other persons and entities to whom the Collateral Agent, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person Buyers or insurer which may be responsible or liable for the acts or omissions of any of their Affiliates would be liable if such persons or entities were found to be liable to the Indemnified PersonsNote Parties, or who may be liable for the injury or damage resulting therefrom any one of them (collectively, with the Indemnified Persons, collectively hereinafter the “Released Parties”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing (each, a “Claim”) occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of of, connected with or relating to this AgreementAmendment or the other Transaction Documents, the Credit Agreement and the transactions contemplated hereby and thereby, and all other Loan Documents agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. Each Note Party acknowledges that the laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Note Party acknowledges that such provisions are designed to protect a person from waiving Claims which Releasing Parties ever had such person does not know exist or now have against may exist. As to each and every Claim released hereunder, each Note Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, agrees that it shall be deemed to waive the benefit of any Released Party, such provision (including, without limitation, any presently existing claim Section 1542 of the Civil Code of California and each other similar provision of applicable state or defense whether or not presently suspectedfederal law (including the laws of the State of Delaware)), contemplated or anticipatedif any, pertaining to general releases after having been advised by their legal counsel with respect thereto. Each Note Party acknowledges and agrees that the forgoing waivers were bargained for separately.

Release. By execution The Debtors forever and irrevocably release, discharge, and acquit all former, current and future DIP Secured Parties and Prepetition Secured Parties, and each of this Agreementtheir respective former, Borrowers acknowledge current and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, future officers, employees, stockholders, Affiliatesdirectors, agents, representatives, owners, members, partners, financial and other advisors and consultants, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, and predecessors and successors and assigns and their respective Affiliates in interest (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified PersonsReleasees”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actionsclaims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, claimsinjuries, obligations, liabilitiesattorneys’ fees, costs, expenses and demands expenses, or judgments of any kind whatsoeverevery type, at law or in equitywhether known, matured or unmaturedunknown, vested or asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of pending or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, threatened including, without limitation, all legal and equitable theories of recovery, arising under common law, statute or regulation or by contract, of every nature and description, arising out of, in connection with, or relating to the DIP Facility, the DIP Loan Documents, the Prepetition Secured Credit Facility, the Prepetition Loan Documents, the Prepetition Lender Restructuring Support Lockup Agreement, the Noteholder Restructuring Support Lockup Agreement and/or the transactions contemplated hereunder or thereunder including, without limitation, (x) any presently existing claim so-called “lender liability” or defense whether equitable subordination claims or not presently suspecteddefenses, contemplated (y) any and all claims and causes of action arising under the Bankruptcy Code, and (z) any and all claims and causes of action with respect to the validity, priority, perfection or anticipatedavoidability of the liens or claims of the Prepetition Secured Parties and/or the DIP Secured Parities.

Release. By execution (a) Effective on the date hereof, each of this AgreementBorrower and, Borrowers acknowledge for itself and confirm that Borrowers do not have on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any actionsPerson acting for or on behalf of, or claiming through such Person, hereby waives, releases, remises and forever discharges each member of the Lender Group, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lender Group or their respective Affiliates would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Releasees”), from any and all past, 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, damages, claimslosses, obligations, liabilities, costs, costs and expenses and/or demands 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, vested foreseen or contingent arising out unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower ever had from the beginning of the world, now has, or relating might hereafter have against any such Releasee which relates, directly or indirectly to this the Loan Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, or to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any such Releasee with respect to the Loan 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. As to each and every claim released hereunder, Borrower 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 Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), provisions of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any Section 1542 of the Releasing Parties has against any Civil Code of the Released PartiesCalifornia which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Release. By execution Notwithstanding anything set forth herein to the contrary, effective as of this Agreementthe Closing Time, Borrowers acknowledge in consideration of the mutual covenants and confirm that Borrowers do not have any agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or mutual, past, present and future directors, officers, managers, members, owners, employees, representatives, agents, successors, assigns, heirs, executors and administrators (collectively, the “Released Persons”) of and from all manner of demands, claims, suits, actions, litigation, arbitrations, proceedings, causes and causes of action, damagesreckonings, claimscontroversies, omissions, promises, trespasses, debts, liabilities, obligations, liabilitieslosses, costsdamages, expenses and/or demands of any kind orders, writs, injunctions, citations, awards and judgments whatsoever, at in law or in equityequity which Releasor ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, vested fixed or contingent contingent, for, upon or by reason of any matter, thing or cause whatsoever, from the beginning of the world to the Avalon Closing based upon, related to or arising from any obligation by the Company to pay the Board Fees; provided, however, that nothing contained herein shall (x) extend to any proceeding to enforce the terms of, or any breach of, this Agreement, the other documents and instruments delivered hereunder or any of the provisions set forth herein or therein, or (y) operate to release any obligation of the Company to defend, indemnify or hold harmless Releasor arising out of or relating to this AgreementReleasor’s service as a director of the Company provided in any contract or agreement with the Company, any insurance policy of the Credit Agreement Company or the other Loan Documents against any Released Party (as defined below), whether asserted formation or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any organizational documents of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedCompany.

Release. By execution Effective as of this Agreementthe Closing Date, Borrowers acknowledge each of Parent and confirm that Borrowers do not have any actionsthe Surviving Corporation (each, causes a “Parent Releasor”), on behalf of actionitself and its heirs, damageslegal representatives, claimssuccessors, obligationsassigns and controlled Affiliates, liabilitieshereby releases, costsacquits and forever discharges, expenses and/or demands to the fullest extent permitted by Law, each of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementthe Fully-Diluted Stockholders, the Credit Agreement Representative, and each of their respective Affiliates, and each of the Fully-Diluted Stockholders’, Representative’s and such Affiliates’ respective past, present or future officers, managers, directors, trustees, shareholders, partners, members, beneficiaries, employees, counsel and agents, in each case, in their respective capacities as a direct or indirect stockholder of the other Loan Documents against any Released Party (as defined below)Company, whether asserted in connection with the direct or unasserted. Notwithstanding any other provision of any Loan Documentindirect investment in the Company or, to the extent that such actionsapplicable, causes in their capacity as a director, officer, agent or service provider of actionthe Company (each, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the a “Releasing PartiesSeller Releasee”), hereby fully of, from and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from against any and all actions, causes of action, claims, demands, damages, claimsjudgments, obligationsdebts, liabilitiesdues and suits of every kind, costsnature and description whatsoever (collectively, expenses and demands “Claims”) which such Parent Releasor or its heirs, legal representatives, successors, assigns or controlled Affiliates ever had, now has or may have on or by reason of any kind whatsoevermatter, at law cause or in equity, matured thing whatsoever prior to the Effective Time resulting or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of from or relating to the Seller Releasee’s status as a direct or indirect stockholder of the Company, in connection with the direct or indirect investment in the Company or, to the extent applicable, in their capacity as a director, officer, agent or service provider of the Company. Notwithstanding the foregoing, each Parent Releasor and its respective heirs, legal representatives, successors, assigns and controlled Affiliates retain, and do not release, their rights and interests (x) under this AgreementAgreement or the transactions contemplated hereby, (y) with respect to any Claim or Liability solely to the Credit Agreement and the other Loan Documents which Releasing Parties ever had extent resulting from a Seller Releasee’s fraud, intentional misrepresentation or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.criminal act or

Release. By execution The Debtors hereby knowingly and voluntarily forever release, acquit and discharge the Holders from and of this Agreementany and all claims that the Holders, Borrowers acknowledge their affiliates or their agents are in any way responsible for the past or current condition or deterioration of the business operations and/or financial condition of the Debtors, and confirm from and of any and all claims that Borrowers do not have the Holders breached any actionsagreement to loan money or make other financial accommodations available to the Debtors or to fund any operations of the Debtors at any time. The Debtors also hereby knowingly and voluntarily forever release, causes acquit and discharge the Holders (and their affiliates and agents) from and of actionany and all other claims, damages, claimslosses, actions, counterclaims, suits, judgments, obligations, liabilities, costsdefenses, expenses and/or affirmative defenses, setoffs, and demands of any kind or nature whatsoever, at in law or in equity, matured whether presently known or unmaturedunknown, vested which the Debtors may have had, now have, or contingent which it can, shall or may have for, upon, or by reason of any matter, course or thing whatsoever relating to, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or relating type, whether known or unknown, which occurred, existed, was taken, permitted, begun, or otherwise related or connected to or with any or all of the obligations under Debentures, this Agreement, the Credit Agreement any or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any all of the Indemnified PersonsTransaction Documents, and/or any direct or who may be liable for the injury indirect action or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any omission of the Releasing Parties has against Holders related to any or all of the Released Partiesobligations under Debentures, arising out of or relating to this Agreement, any or all of the Credit Agreement Transaction Documents. The Debtors further agree that from and after the other Loan Documents which Releasing Parties ever had date hereof, it will not assert to any person or now have against entity that any Released Party, including, without limitation, deterioration of the business operations or financial condition of the Debtors was caused by any presently existing claim breach or defense whether wrongful act of the Holders (and their affiliates or not presently suspected, contemplated or anticipatedagents) that occurred prior to the date hereof.

Release. By execution Executive, on behalf of this Agreementhimself or herself, Borrowers acknowledge his or her descendants, dependents, heirs, executors, administrators, assigns, and confirm that Borrowers do successors, and each of them, hereby acknowledges full and complete satisfaction of and covenants not have to xxx and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, damages, claims, obligations, liabilitiesdebts, costs, expenses and/or demands expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”), which he or she now owns or holds or he or she has at any kind whatsoevertime heretofore owned or held or may in the future hold as against any of said Releasees (including, at law or in equitywithout limitation, matured or unmatured, vested or contingent any Claim arising out of or relating to this Agreementin any way connected with Executive’s service as an officer, the Credit Agreement director, employee, member or the manager of any Releasee, Executive’s separation from his or her position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other Loan Documents against transactions, occurrences, acts or omissions or any Released Party (as defined belowloss, damage or injury whatever), whether asserted known or unasserted. Notwithstanding unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, the California Family Rights Act, or any other provision federal, state or local law, regulation, or ordinance, or any Claim 1 The Company may modify this form as to any individual employed outside of California. for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any Loan Documentother fringe benefit, workers’ compensation or disability; provided however, that the foregoing release shall not apply to any obligation of the Company to Executive pursuant to any of the forgoing: (1) any obligation created by or arising out of the Section 5 of the Employment Agreement for which receipt or satisfaction has not been acknowledged, (2) any equity-based awards previously granted by the Company to Executive, to the extent that such actions, causes awards continue after the termination of action, damages, claims, obligations, liabilities, costs, expenses and/or demands Executive’s employment with the Company in accordance with the applicable terms of such awards; (3) any right to indemnification that Executive may exist, Borrowers voluntarily, knowingly, unconditionally have pursuant to the Fourth Amended and irrevocably, with specific and express intent, for and on behalf Restated Bylaws of itselfthe Company, its managerscorporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, damages or expenses (including but not limited to attorneys, successors and assigns and their respective Affiliates (collectively, ’ fees to the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, extent otherwise provided) that Executive may in the future incur with respect to his service as an employee, Affiliatesofficer or director of the Company or any of its subsidiaries or affiliates; (4) with respect to any rights that Executive may have to insurance coverage for such losses, agentsdamages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical or dental coverage that Executive may have under COBRA; (6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, representativesas amended, successors, assigns, accountants and attorneys or (collectively, the “Indemnified Persons”7) and any other Person deferred compensation or insurer which supplemental retirement benefits that Executive may be responsible entitled to under a nonqualified deferred compensation or liable for the acts or omissions of any supplemental retirement plan of the Indemnified PersonsCompany. In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Executive acknowledges and agrees that he or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from she has received any and all actions, causes leave and other benefits that he or she has been and is entitled to pursuant to the Family and Medical Leave Act of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated1993.

Release. By execution In each case, to the maximum extent permitted by law, (a) each Prospect Party, for itself and on behalf of this Agreementits directors, Borrowers acknowledge shareholders, officers, partners, principals, members, employees, counsel, agents, representatives, predecessors-in-interest, successors-in-interest, and confirm that Borrowers do not have assigns (collectively, with the Prospect Parties, the “Prospect Release Parties”) hereby waives, releases and discharges Karlsson and its directors, shareholders, officers, partners, principals, members, employees, counsel, agents, representatives, predecessors-in-interest, successors-in-interest, and assigns (collectively with Karlsson, the “Karlsson Release Parties”); and (b) Karlsson, for itself and on behalf of each other Karlsson Release Party, hereby waives, releases and discharges each Prospect Release Party, in each case from any actionsand all suits, causes of action, damageslegal or administrative proceedings, liabilities, claims, obligationsdamages, liabilitieslosses, costs, costs or expenses and/or demands of any kind whatsoever(collectively, at law “Claims”), known or in equityunknown, matured which such Karlsson Release Party or unmatured, vested or contingent Prospect Release Party may have arising out of acts, omissions, or relating events occurring at any time prior to this and including the Effective Date; provided, however, that notwithstanding the generality of the foregoing, nothing herein shall be deemed to release any Prospect Release Party from any obligation under, or release any Claim by any Karlsson Release Party now or hereafter existing pursuant or with respect to, any Surviving Agreement. Karlsson and each Prospect Party hereby agree and represent that the matters released herein are not limited to matters which are known, disclosed or foreseeable. Karlsson and the Credit Agreement Prospect Parties intend to waive all Claims, and the Karlsson Release Parties intend to release all Claims not arising under the Surviving Agreements, including in each case Claims which they do not know or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentsuspect to exist in their favor, to the fullest extent that a waiver of such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectivelyClaims under California law can be effected. Accordingly, the “Releasing Parties”), hereby fully parties waive all rights and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, benefits which they now have or in the “Indemnified Persons”) and any other Person or insurer which future may be responsible or liable for the acts or omissions of any have by virtue of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), provisions of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any Section 1542 of the Releasing California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Karlsson and the Prospect Parties has against any expressly acknowledge the foregoing waiver of the Released Parties, arising out provisions of or relating to this Agreement, Section 1542 of the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedCalifornia Civil Code.

Release. By execution Each Borrower, on behalf of this Agreementitself and its affiliates, Borrowers acknowledge and confirm that Borrowers do not have its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any actionsand all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of actionaction (whether direct or derivative in nature), damagesdemands, claimssuits, costs, liabilities, responsibilities, disputes, obligations, liabilitiesexpenses and damages (collectively, costs, expenses and/or demands the “Claims”) any of them may have or allege to have as of the date of this Amendment (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, at law based in whole or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)part on facts, whether asserted actual, contingent or unasserted. Notwithstanding otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against either Lender or Holder, or any other provision of any Loan Documenttheir respective subsidiaries, to the extent that such actionsaffiliates, causes of actionagents, damagesprincipals, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, stockholdersattorneys, Affiliatesconsultants, advisors, agents, representativestrusts, accountantstrustors, attorneysbeneficiaries, successors heirs, executors and assigns and their respective Affiliates administrators of each of the foregoing (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any ) arising out of the Releasing Parties has against Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties, arising out of or relating to this Parties under the Existing Loan Agreement, the Credit 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 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 and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above 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 of all Secured Obligations of Borrowers under or in respect of the Loan Agreement and the other Loan Documents which Releasing Parties ever had or now have against and all other amounts owing thereunder and the termination of all such Loan Documents and (ii) the exercise by Holder of any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedand all of its rights under the Existing Warrant Agreement.

Release. By execution a. In consideration of this the amounts to be paid by the Company pursuant to the Employment Agreement entered into on [Date], by and between the Company and Executive (the “Employment Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below”), whether asserted or unasserted. Notwithstanding any other provision Executive, on behalf of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for himself/herself and on behalf of itselfhis/her spouse, civil union or domestic partner, dependents, heirs, executors, devisees, personal representatives, administrators, agents and assigns, irrevocably and unconditionally forever waives, releases, gives up and discharges the Company, its parent, affiliated and related companies (including but not limited to OptiNose, Inc.), all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present employees, managers, members, directors, officers, employeesadministrators, stockholdersshareholders, Affiliatesmembers, investors, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever (whether individually or in an official capacity on behalf of the Company), and all of its and their respective predecessors, heirs, personal representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all debts, demands, actions, causes of action, damagesaccounts, covenants, contracts, agreements, claims, obligationsdamages, liabilitiesomissions, costspromises, expenses and demands of any kind and all claims and liabilities whatsoever, at law of every name and nature, known or in equityunknown, matured suspected or unmaturedunsuspected, vested accrued or unaccrued, liquidated or contingent, asserted or unasserted, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Released Parties by reason of any matter or cause whatsoever based on, related to, or arising from any event that occurred before the date Executive signs this Agreement and based upon, related to or arising out of or in any way concerning Executive’s employment with the Company, the terms, conditions or privileges of Executive’s employment with the Releasing Parties has against Company, Executive’s separation from employment with the Company, and any and all violations and/or alleged violations of federal, state or local human rights laws, fair employment practices and/or other laws by any of the Released PartiesParties for any reason and under any legal theory including, but not limited to, those arising out or which may be arising under, as applicable, Title VII of or relating to this Agreementthe Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Family and Medical Leave Act (“FMLA”), the Coronavirus Aid, Relief and Economic Security Act (“CARES”), the Families First Coronavirus Relief Act (“FFCRA”), the American Rescue Plan Act, the Fair Labor Standards Act (“FLSA”), the Equal Pay Act of 1963 (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Rehabilitation Act, the Employee Polygraph Protection Act, the Electronic Communication Privacy Act, the Computer Fraud & Abuse Act, the Health Insurance Portability & Accountability Act (“HIPAA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Xxxxxxxx-Xxxxx Act of 2002, the Fair Credit Agreement Reporting Act (“FCRA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988), the Pennsylvania Wage Payment & Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Labor Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Workers’ Compensation Act, any personal gain with respect to any claim arising under the Federal False Claims Act, or any other Loan Documents which Releasing federal, state or local laws, statutes, regulations, rules, ordinances, or orders, each as amended, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Released Parties ever had or now have against any Released Party, includingand Executive and shall further apply, without limitation, to any presently existing claim and all Claims for breach of implied or defense whether express contract, breach of promise, breach of the covenant of good faith and fair dealing, misrepresentation, tortious interference with contract, civil conspiracy, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, invasion of privacy, wrongful, retaliatory or not presently suspectedconstructive discharge, contemplated assault, battery, false imprisonment, negligence, and all other claims or anticipatedtorts, including any whistleblower claims, arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the United States and Pennsylvania Constitutions (the “General Release”).

Release. By execution For good and valuable consideration, the receipt and sufficiency of this Agreementwhich are hereby acknowledged, Borrowers acknowledge each Loan Party hereby, for itself and confirm that Borrowers do not have its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Lender, the Administrative Agent, each Issuing Bank, the Collateral Agent and each of their respective successors and permitted assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, damagesjudgments, claimsexecutions, obligationssuits, debts, liabilities, costs, damages, expenses and/or demands or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, matured whether now existing or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)hereafter asserted, whether asserted absolute or unasserted. Notwithstanding any other provision of any Loan Documentcontingent, whether due or to the extent that such actionsbecome due, causes of actionwhether disputed or undisputed, damageswhether known or unknown (INCLUDING, claimsWITHOUT LIMITATION, obligationsANY OFFSETS, liabilitiesREDUCTIONS, costsREBATEMENT, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “Releasing PartiesReleased Claims”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person for or insurer which may be responsible or liable for the acts or omissions because of any of the Indemnified Personsmatters or things occurring, existing or actions done, omitted to be done, or who may suffered to be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against done by any of the Released Parties, in each case, on or prior to the date hereof and are in any way directly or indirectly arising out of or relating in any way connected to any of this Amendment, the Credit Agreement, any other Loan Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released Matters”); provided that, for the avoidance of doubt, it is understood and agreed by the parties hereto with respect to the Released Claims and the Released Matters that no Loan Party is releasing, acquitting, waiving or discharging any defenses to expense reimbursement obligations or indemnification obligations that such Loan Party may have, to the extent such defenses are expressly provided in Sections 10.04 of the Credit Agreement. Each Loan Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 14 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. Each Loan Party hereby further agrees that it will not xxx any Released Party on the basis of any Released Claim released, remised and discharged by the Loan Parties pursuant to this AgreementSection 14. In entering into this Amendment, each Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 14 shall survive the occurrence of the termination of this Amendment, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedand payment in full of the Obligations.

Release. By execution Each of this Agreement, Borrowers acknowledge the Borrower and confirm that Borrowers do not have the Subsidiary Guarantor hereby acknowledges and agrees that: (a) neither it nor any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands its Affiliates has any claim or cause of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementaction against the Administrative Agent, the Credit Agreement Collateral Agent or the other Loan Documents against any Released Party Lender (as defined below)or any of their respective Affiliates, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, membersofficers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectivelyconsultants or agents) including, the “Releasing Parties”)but not limited to, hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, under the Credit 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 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 the agreements contained in this Amendment and other good and valuable consideration, each of the Borrower and the Subsidiary Guarantor (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, 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, under contract, tort, statute or otherwise, which Releasing Parties ever any Releasor has heretofore had or now or hereafter can, shall or may have against any Released PartyParty by reason of any act, includingomission or thing whatsoever done or omitted to be done on or prior to the date hereof directly arising out of, without limitationconnected with or related to this Amendment, the Credit Agreement or any presently existing claim other Loan Document (or defense whether any other document entered into in connection therewith), or not presently suspectedany act, contemplated event or anticipatedtransaction related or attendant thereto, or the agreements of the Administrative Agent, the Collateral Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any of the Borrower or the Subsidiary Guarantor, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral.

Release. By execution The Director, for and on behalf of this Agreementhimself and his heirs, Borrowers acknowledge executors, administrators, assigns, agents, representatives and confirm that Borrowers do not have affiliates (collectively, the “Director Parties”, hereby waives and releases any and all complaints, claims, suits, controversies, actions, cross-claims, counter-claims, demands, causes of action, obligations, charges, judgments, rights, fees, compensatory damages, claimsliquidated damages, punitive or exemplary damages, other damages, debts, obligations, liabilities, costsexpenses and claims for costs and attorneys’ fees, expenses and/or demands of any kind whatsoever, at in law or in equity, matured whether known or unmaturedunknown, vested suspected or contingent claimed (collectively, “Claims or Losses”), which the Director or any of the Director Parties ever had, now has or may have against the Company and its predecessors, successors, past or present parents or subsidiaries, affiliates, officers, directors, limited and general partners, managers, joint venturers, members, employees or agents, including the Other Parties (collectively, the “Company Parties”) in their respective capacities as such by reason of acts or omissions which have occurred on or prior to the date that the Director executes this Release; provided that notwithstanding the foregoing, the Director Parties do not release the Company Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement, . Each of the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentCompany, for and on behalf of itselfitself and the Company Parties, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Other Parties”), hereby fully waives and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from releases any and all actionsClaims or Losses which the Company, causes of actionthe Company Parties, damagesor the Other Parties ever had, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law now has or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has may have against any of the Released Director Parties by reason of acts or omissions which have occurred on or prior to the date that the Company and the Other Parties Director executes this Release; provided that notwithstanding the foregoing, each of the Company, the Company Parties, and the Other Parties, do not release the Director Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution As a material inducement to the Administrative Agent, the Swing Line, each Lender, the Documentation Agent and the L/C Issuer entering into this Amendment which is to the direct advantage and benefit of this AgreementCredit Parties, Borrowers acknowledge each Credit Party, for itself and confirm that Borrowers do not have its respective Affiliates, does hereby release, waive, relinquish, acquit, satisfy and forever discharge the Administrative Agent, the Swing Line, each Lender, the Documentation Agent, the L/C Issuer, and each other Secured Party and all of the respective past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, Affiliates, successors and assigns of each such Person (collectively the “Discharged Parties” and each a “Discharged Party”), from any actionsand all manner of debts, causes of actionwarranties, damagesrepresentations, claimscovenants, obligationspromises, contracts, controversies, agreements, liabilities, costs, expenses and/or demands losses, deficiencies, diminution in value, disbursements, obligations, expenses, damages, judgments, executions, actions, suits, claims, counterclaims, demands, defenses, setoffs, objections, adverse consequences, amounts paid in settlement, and causes of action of any kind nature whatsoever, whether at law or in equityequity or otherwise, matured either now accrued or unmaturedhereafter maturing and whether known or unknown, vested fixed or contingent contingent, direct or indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, which such Credit Party or such Affiliate now has or hereafter can, shall or may have by reason of any matter, cause, thing or event occurring on or prior the date of this Amendment arising out of of, in connection with or relating to this Agreement(i) the Obligations, including, but not limited to, the Credit Agreement administration or the other Loan Documents against any Released Party funding thereof, (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”ii) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified PersonsLoan Documents or the indebtedness evidenced and secured thereby, and (iii) any other agreement or who may be liable for the injury transaction between any Credit Party and any Discharged Party relating to or damage resulting therefrom (collectively, in connection with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, the transactions contemplated or anticipatedtherein.

Release. By execution For good and valuable consideration, the receipt and sufficiency of this Agreementwhich are hereby acknowledged, Borrowers acknowledge each Credit Party hereby, for itself and confirm that Borrowers do not have its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the "Released Parties" and individually a "Released Party") from any and all actions, claims, demands, causes of action, damagesjudgments, claimsexecutions, obligationssuits, liabilities, costs, damages, expenses and/or demands or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, matured whether now existing or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)hereafter asserted, whether asserted absolute or unasserted. Notwithstanding any other provision of any Loan Documentcontingent, whether due or to the extent that such actionsbecome due, causes of actionwhether disputed or undisputed, damageswhether known or unknown (INCLUDING, claimsWITHOUT LIMITATION, obligationsANY OFFSETS, liabilitiesREDUCTIONS, costsREBATEMENT, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “Releasing Parties”"Released Claims"), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person for or insurer which may be responsible or liable for the acts or omissions because of any of the Indemnified Personsmatters or things occurring, existing or actions done, omitted to be done, or who may suffered to be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against done by any of the Released Parties, in each case, on or prior to the effective date of this Amendment and are in any way directly or indirectly arising out of or relating in any way connected to any of this AgreementAmendment, the Credit Agreement or any other Loan Document (collectively, the "Released Matters"). In entering into this Amendment, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 10 shall survive the termination of this Amendment, the Credit Agreement and the other Loan Credit Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedand payment in full of the Obligations.

Release. By execution Effective as of this Agreementthe Closing, Borrowers acknowledge and confirm that Borrowers do not have any actionsSeller, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, itself and its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectivelyother than the Companies), hereby releases, acquits and forever discharges the Companies, and Purchaser, on behalf of each Company, hereby releases, acquits and forever discharges Seller and its Affiliates (Seller and its Affiliates (other than the Companies), and Purchaser on behalf of the Companies, in each case, in such Person’s capacity as a releasing party pursuant to the foregoing, the “Releasing Parties”), hereby fully and completely release the Companies, and forever discharge Lender, its Affiliates Seller and its and their respective managers, members, officers, employee, Affiliates, agentsin each case, representatives, successors, assigns, accountants and attorneys (collectively, in such Person’s capacity as a released party pursuant to the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Personsforegoing, the “Released Parties”), of from and from against any and all actionsDamages, causes of actionwhether known or unknown, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of which the Releasing Parties has have or may come to have against any of the Released Parties, whether directly, indirectly or derivatively, in each case arising out of or prior to the Closing Date and relating to this Agreementthe Affiliate Transactions, the Credit Agreement Acquired Membership Interests, the Company Assets or the Company Businesses, or to Seller and its Affiliates to the other Loan Documents which Releasing Parties ever had or now have against any Released Partyextent relating to the Companies, includingin each case, without limitationWHETHER OR NOT THE LIABILITIES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, any presently existing claim or defense whether or not presently suspectedSOLE, contemplated or anticipatedACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY RELEASED PARTY; PROVIDED THAT THE FOREGOING RELEASE SHALL NOT COVER ANY DAMAGES FOR WHICH THE RELEASING PARTY IS ENTITLED TO AN INDEMNITY PURSUANT TO ARTICLE 11.

Release. By execution (a) In consideration of the payments and benefits set ------- forth in this Agreement, Borrowers acknowledge except for the rights expressly provided herein, the Executive for himself, his heirs, administrators, representatives, executors, successors and confirm that Borrowers do not have assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, shareholders, affiliates, divisions, trustees, officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, "Releasees"), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, including the Severance Protection Agreement entered into between the parties on March 25, 2001, which is hereby cancelled and terminated for all purposes, controversies, damages, remedies, actions, causes of action, damagessuits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act), national origin, religion, disability, or any other unlawful criterion or circumstance, which the Executive and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the Execution Date relating to the Executive's employment with the Company and its subsidiaries and affiliates. In consideration of the payments and benefits set forth in this Agreement, except for the rights expressly provided herein, the Company, on behalf of itself and the Releasees, hereby irrevocably and unconditionally releases, acquits and forever discharges the Executive from any and all charges, complaints, claims, liabilities, obligations, liabilitiespromises, costsagreements controversies, expenses and/or demands of any kind whatsoeverdamages, at law or in equityremedies, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damagessuits, claimsrights, obligations, liabilitiesdemands, costs, losses, debts and expenses and/or demands (including attorneys' fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law which the Company had, now has, or may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, have in the future against Executive from the beginning of the world until the Execution Date relating to the Executive's employment with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates Company and its subsidiaries and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, affiliates but excluding only those acts which are unknown to the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any Company as of the Indemnified Persons, or who may be liable date hereof that would constitute a basis for termination for cause as defined under the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Executive's Employment Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution Each of this Agreement, Borrowers acknowledge the Loan Parties (on behalf of itself and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or its Subsidiaries) for itself and for its successors in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documenttitle and assignees and, to the extent that such actionsthe same is claimed by right of, causes through or under any of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthe Loan Parties, for its past, present and on behalf of itselffuture employees, its managersagents, membersrepresentatives (other than legal representatives), officers, directors, officersshareholders, employeesand trustees (each, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors a “Releasing Party” and assigns and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge Lenderremised, its Affiliates released and its discharged, the Administrative Agent, each of the Lenders and each of the other Secured Parties in their respective managerscapacities as such under the Loan Documents, membersand the Agent’s, each Lender’s and each other Secured Party’s respective successors-in-title, legal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesaffiliates, shareholders, trustees, agents, representativesemployees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent, each of the Lenders and each of the other Secured Parties or any of their respective successors-in-title, assignslegal representatives and assignees, accountants past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesReleasees”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including, vested without limitation, any claims relating to (i) the making or contingent, that any administration of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released PartyLoans, including, without limitation, any presently existing such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories, (ii) any covenants, agreements, duties or defense obligations set forth in the Loan Documents, (iii) increased financing costs, interest or other carrying costs, (iv) penalties, (v) lost profits or loss of business opportunity, (vi) legal, accounting and other administrative or professional fees and expenses and incidental, consequential and punitive damages payable to third parties, (vii) damages to business reputation, or (viii) any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing or heretofore existing against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof, directly or indirectly arising out of, connected with or relating to this Amendment, the Credit Agreement or any other Loan Document and the transactions contemplated hereby or anticipatedthereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 9. The Borrower and the other Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrower or any other Loan Parties pursuant to this Section 9. If the Borrower, any other Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Borrower and other Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Releasee as a result of such violation. Each of the Releasing Parties hereby acknowledges that this release constitutes a material inducement to enter into this Amendment, that each Releasee has already relied on this release in entering into this Amendment, and that each Releasee will continue to rely on this release in its related future dealings. Each of the Releasing Parties hereby further warrants and represents that it has reviewed the terms of this Section 9 with its legal counsel and that it knowingly and voluntarily enters into the release contained in this Section 9 following consultation with legal counsel. This release is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 9 and executed by each of the parties hereto).

Release. By execution As of this Agreementthe Effective Date, Borrowers acknowledge and confirm that Borrowers do not have any actionsBorrower, causes PAC REIT, each of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Credit Parties and each of their Subsidiaries and each of their past, whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentpresent and future officers, to the extent that such actionsdirectors, causes of actionprincipals, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managersemployees, members, directorsmanagers, officersshareholders, employees, stockholders, Affiliatespartners, agents, representativesparents, accountants, attorneys, successors subsidiaries and assigns and their respective Affiliates affiliates (collectively, hereinafter collectively referred to as the “Releasing Parties”), do hereby fully and completely release forever release, discharge and forever discharge Lender, its Affiliates acquit each of Administrative Agent and its the Lenders and their respective managerspast, present and future officers, directors, principals, employees, members, officersmanagers, employeeshareholders, Affiliatespartners, agents, parents, subsidiaries and affiliates and their respective attorneys, accountants, legal representatives, agents and employees and their respective successors, assigns, accountants heirs and attorneys assigns (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from and against any and all actionsclaims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, promises, damages, claims, obligations, liabilities, costs, expenses losses and demands remedies therefor, choses in action, rights of indemnity, rights of offsets, defenses or liability of any kind whatsoevertype, at law kind, nature, description or in equitycharacter whatsoever (collectively, matured the “Claims”), irrespective of how, why or unmaturedby reason of what facts, vested whether known or unknown, whether liquidated or unliquidated, contingent or non-contingent, that which any Releasing Party may now have or heretofore have had, from the beginning of the world to the Effective Date, against any of the Released Parties (including any Claim arising in connection with (i) the Loan, the Collateral, any notice of breach or default; (ii) the Released Parties’ acts, statements, conduct, representations and omissions made in connection with any of the foregoing, (iii) all relationships between any of the Releasing Parties has against and the Released Parties and any course of conduct between or among any of them made in connection with any of the Released Partiesforegoing, arising out of and (vi) any fact, matter, transaction or event relating to this Agreementany of the foregoing, the Credit Agreement and the other Loan Documents which Releasing Parties ever had whether known or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedunknown).

Release. By execution of In exchange for the Severance Benefits and other consideration, to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, Borrowers acknowledge you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and confirm that Borrowers do not have other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the “Company Parties”) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, damages, claims, obligations, liabilitiessuits, costs, expenses and/or demands of any kind whatsoeverexpenses, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of actionattorneys’ fees, damages, claimsindemnities, obligationsdebts, liabilitiesjudgments, costslevies, expenses and/or demands may existexecutions and obligations of every kind and nature, Borrowers voluntarilyin law, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Personsequity, or who may be liable for the injury or damage resulting therefrom (collectivelyotherwise, with the Indemnified Personsboth known and unknown, the “Released Parties”)suspected and unsuspected, of disclosed and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Partiesundisclosed, arising out of or relating in any way related to my employment with the Company and separation therefrom, arising at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, vacation pay, the right to receive additional grants of stock, stock options or other ownership interests in the Company, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the New York State Human Rights Law, the New York Equal Opportunity for Disabled Persons Act; the New York City Human Rights Law; the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Agreement Reporting Act; and the National Labor Relations Act; and • has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel). Notwithstanding the foregoing, other Loan Documents than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise: (i) from events that occur after the date this Release is executed; (ii) that relate to a breach of this Agreement; (iii) that relate to any existing ownership interest in the Company as of the date this Release is executed; (iv) that relate to your existing rights under any Company benefit plan or any plan or agreement related to equity ownership in the Company that arise after this Release is executed; and (v) any Claims which Releasing Parties ever had or now have against any Released Partycannot be waived by law, including, without limitation, any presently existing claim rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or defense whether participating in any proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not presently suspectedlimit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, contemplated including providing documents or anticipatedother information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party.

Release. By execution of this AgreementStockholder, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, itself and its managers, members, directors, officers, employees, stockholders, Affiliates, agentsheirs, representativesbeneficiaries, accountantsfamily members (whether by blood, attorneysadoption or marriage), successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully forever and completely release unconditionally waives and forever discharge Lender, its Affiliates releases Parent and its current and their respective managers, membersformer Affiliates, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants directors and attorneys agents (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and to the fullest extent permitted by Law, from any and all actions, causes of action, damagessuits, claimsdebts, obligationscosts, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, costscovenants, expenses and demands contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind whatsoeveror nature, at law known or in equityunknown, matured existing or unmaturedclaimed to exist, vested fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from (a) any Causes of Action arising under this Agreement, the Releasing Parties has Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, or (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties, arising out of or relating Parties that is not related to this Agreement, the Credit Merger Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, transactions contemplated or anticipatedthereby.

Release. By execution In consideration of this Agreementthe foregoing amendments, Borrowers acknowledge the Loan Parties signatory hereto, and, to the extent the same is claimed by right of, through or under the Borrower or any Guarantor, for its past, present and confirm that Borrowers do not future successors in title, representatives, assignees, agents, officers, directors and shareholders, does hereby and shall be deemed to have forever remised, released and discharged each of the Secured Parties, and their respective Affiliates, and any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any Secured Party or any of its Affiliates would be liable if such persons or entities were found to be liable to any Borrower or any other Loan Party, or any of them (collectively hereinafter the “Indemnified Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and/or demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Indemnified Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at law or from any time prior to and including the date hereof in equityany way, matured directly or unmatured, vested or contingent indirectly arising out of of, connected with or relating to this Agreement, the Credit Agreement or the Loan Documents, and the transactions contemplated hereby and thereby, and all other Loan Documents against any Released Party agreements, certificates, instruments and other documents and statements (as defined below), whether asserted written or unasserted. Notwithstanding any other provision of any Loan Document, oral) related to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedforegoing.

Release. By execution On and as of this Agreementthe Forbearance Effective Date, Borrowers acknowledge each of the Obligors (on behalf of itself and confirm that Borrowers do not have any actionsits Affiliates) and its successors-in-title, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentlegal representatives and assignees and, to the extent that such actionsthe same is claimed by right of, causes through or under any of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthe Obligors, for its past, present and on behalf of itself, its managers, members, directors, officers, future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders, and assigns trustees (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely release and discharge, and shall be deemed to have forever discharge Lenderreleased and discharged, its Affiliates the Credit Parties, and its the Credit Parties’ respective successors-in-title, legal representatives and their respective managersassignees, memberspast, present and future officers, employeedirectors, Affiliatesaffiliates, shareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys (collectively, the “Indemnified Persons”) other professionals and any all other Person or insurer which may be responsible or liable for the acts or omissions of persons and entities to whom any of the Indemnified Personsforegoing would be liable if such persons or entities were found to be liable to any Releasing Party, or who may be liable for the injury or damage resulting therefrom any of them (collectively, with the Indemnified Persons, collectively hereinafter the “Released Lender Parties”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, otherwise (including, without limitation, any presently existing claim so called “lender liability” claims, interest or defense other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties in their capacities as such under any of the Loan Documents, whether held in a personal or representative capacity, solely to the extent based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including (but not after) the date hereof in any way, directly or indirectly arising out of, connected with or relating to any of this Agreement, the Loan Documents and the transactions contemplated hereby or anticipatedthereby, or any other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”). Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 9.

Release. By execution Subject to and qualified entirely by the Interim Order or Final Order, as applicable, Holdings and Borrower, on behalf of this Agreementitself and its Subsidiaries, Borrowers acknowledge and confirm hereby acknowledges that Borrowers do not have neither Holdings, Borrower nor any actionsof its Subsidiaries has any defense, causes of actioncounterclaim, damagesoffset, claimsrecoupment, obligationscross-complaint, liabilities, costs, expenses and/or demands claim or demand of any kind whatsoever, at law or in equity, matured nature whatsoever that can be asserted to reduce or unmatured, vested eliminate all or contingent arising out any part of or relating to this Agreement, the Credit Parties’ liability to repay the Secured Parties as provided in this Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted to seek affirmative relief or unasserted. Notwithstanding any other provision damages of any Loan Documentkind or nature from any Secured Party, solely in its capacity as a Secured Party. Borrower, in its own right and with respect to its Subsidiaries and the extent that such actionsCredit Parties’ bankruptcy estates, causes and on behalf of actionall their respective successors, damagesassigns, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally Subsidiaries and irrevocably, with specific any Affiliates and express intent, any Person acting for and on behalf of itselfof, its managersor claiming through them, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully fully, finally and completely forever release and forever discharge Lender, its Affiliates each Secured Party and its all of each Secured Party’s past and their respective managers, members, present officers, employeedirectors, Affiliatesservants, agents, representatives, successorsattorneys, assigns, accountants heirs, parents, subsidiaries, and attorneys (collectively, the “Indemnified Persons”) and any other each Person acting for or insurer which may be responsible or liable for the acts or omissions on behalf of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom them (collectively, with the Indemnified Persons, the “Released Parties”), ) of and from any and all past, present and future actions, causes of action, damagesdemands, suits, claims, obligationsliabilities, liabilitiesLiens, lawsuits, adverse consequences, amounts paid in settlement, costs, expenses damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and demands other obligations of any kind or nature whatsoever, at law whether in law, equity or in equityotherwise (including, matured without limitation, those arising under Sections 541 through 550 of the Bankruptcy Code and interest or unmaturedother carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of of, connected with or relating to this Agreement, the other Credit Agreement Documents, the Plan Support Agreement, the Interim Order, the Final Order, the Disclosure Statement or the Plan of Reorganization and the transactions contemplated hereby and thereby, and all other Loan Documents which Releasing Parties ever had agreements, certificates, instruments and other documents and statements (whether written or now have against oral) related to any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedof the foregoing.

Release. By execution Except to the extent otherwise provided in Section 2.1, in consideration of the agreements of the Preferred Majority Holder, the Member, the General Partner, Parent and the Company contained in this AgreementAgreement and in any other Related Agreement and for other good and valuable consideration, Borrowers acknowledge the receipt and confirm that Borrowers do not sufficiency of which are hereby acknowledged, if the Shares have been redeemed in full pursuant to Article 6 or Article 7 of the Second Amended and Restated Series A Certificate of Designation (including the receipt by the holders thereof of the aggregate Redemption Price), (a) this Agreement and the Second Amended and Restated Series A Certificate of Designation shall automatically be terminated and be of no further force and effect and all obligations thereunder shall automatically be released and (b) (i) the Preferred Majority Holder, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Member, the General Partner, Parent and the Company and their present and former shareholders, direct and indirect owners, partners, members, managers, consultants, affiliates, subsidiaries, divisions, predecessors, current or former directors, officers, attorneys, advisors, financial advisors, principals, employees, agents, managed funds representatives and other representatives, together with all such person’s predecessors, successors, heirs, executors and assigns, and all persons acting by, through, under or in concert with any of them (all such persons or entities being hereinafter referred to collectively as the “Company Releasees” and individually as a “Company Releasee”) and (ii) the Member, the General Partner, Parent and the Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Preferred Majority Holder and its present and former shareholders, direct and indirect owners, partners, members, managers, consultants, affiliates, subsidiaries, divisions, predecessors, current or former directors, officers, attorneys, advisors, financial advisors, principals, employees, agents, managed funds representatives and other representatives, together with such person’s predecessors, successors, heirs, executors and assigns, and all persons acting by, through, under or in concert with any of them (all such persons or entities being hereinafter referred to collectively as the “Holder Releasees” and individually as a “Holder Releasee”), in the case of each of clause (i) and (ii) above, of and from all demands, actions, causes of action, damagessuits, claimscovenants, obligationscontracts, controversies, agreements, promises, sums of money, accounts, bills, debts, liabilities, costsreckonings, expenses and/or damages and any and all other claims, counterclaims, defenses, recoupment, rights of setoff, demands and liabilities whatsoever of any kind whatsoeverevery name and nature, known or unknown, contingent or mature, suspected or unsuspected, foreseen or unforeseen or liquidated or unliquidated, both at law or and in equity, matured or unmatured, vested upon contract or contingent arising out of tort or relating to this Agreement, the Credit Agreement under any state or the other Loan Documents against any Released Party (as defined below), whether asserted federal law or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates otherwise (collectively, the “Releasing PartiesReleased Claims”), hereby fully and completely release and forever discharge Lenderwhich the Preferred Majority Holder, its Affiliates and its and the Company or any other party hereto, or any of their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectivelyor other legal representatives may now or hereafter own, hold, have or claim to have against the “Indemnified Persons”) and any other Person Company Releasees or insurer which may be responsible Holder Releasees or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom them (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim other matter relating to the Company, its affiliates or defense whether their operations), in each case, arising out of this Agreement, the Second Amended and Restated Series A Certificate of Designation or not presently suspectedthe Preferred Securities. For the avoidance of doubt, contemplated or anticipatednothing herein shall release any acknowledgements, agreements and covenants under this Agreement that, pursuant to Section 2.1, survives termination hereof.

Release. By its execution hereof and in consideration of this Agreementthe mutual covenants contained herein and other accommodations granted to the Loan Parties hereunder, Borrowers acknowledge each Loan Party, on behalf of itself and confirm that Borrowers do not have each of its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any actionsand all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of actionaction (whether direct or derivative in nature), damagesdemands, claims, obligations, liabilitiessuits, costs, expenses and/or demands and damages (collectively, the “Claims”) 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 all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, at law based in whole or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)part on facts, whether asserted actual, contingent or unasserted. Notwithstanding otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any other provision of any Loan DocumentLender, to the extent that such actionstheir respective affiliates, causes of actionagents, damagesprincipals, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, stockholdersattorneys, Affiliatesconsultants, advisors, agents, representativestrusts, accountantstrustors, attorneysbeneficiaries, successors heirs, executors and assigns and their respective Affiliates administrators of each of the foregoing (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”)) arising out of, of or relating to, the Forbearance Agreement, this Amendment, the Term Loan Agreement, the other Loan Documents and from any and or all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties, arising out of Parties hereunder or relating to this Agreement, the Credit Agreement and under the other Loan Documents. Each Loan Party hereby acknowledges that the agreements in this Section 7 are intended to be 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 and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above 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 paragraph shall survive the termination or expiration of the Forbearance Period and the termination of the Loan Documents which Releasing and the payment in full in cash of all Obligations of the Loan Parties ever had under or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedin respect of the Term Loan Agreement and other Loan Documents and all other amounts owing thereunder.

Release. By execution The Borrowers hereby acknowledge, effective upon entry of this Agreementthe Interim Order and subject to the terms thereof, that the Borrowers acknowledge and confirm that Borrowers do not have any actionsno defense, causes of actioncounterclaim, damagesoffset, claimsrecoupment, obligationscross-complaint, liabilities, costs, expenses and/or demands claim or demand of any kind whatsoever, at law or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Borrowers’ liability to repay the Senior Secured Parties as provided in equity, matured this Agreement or unmatured, vested any other Financing Document or contingent arising out to seek affirmative relief or damages of any kind or relating nature from any Senior Secured Party. Subject to this Agreementthe Orders, the Credit Agreement or the other Loan Documents against Borrowers, each in their own right on behalf of their bankruptcy estates, and on behalf of all their successors, assigns, and any Released Party (as defined below), whether asserted or unasserted. Notwithstanding Affiliates and any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, Person acting for and on behalf of itselfof, its managersor claiming through them, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully fully, finally and completely forever release and forever discharge Lendereach Senior Secured Party, its Affiliates and its Affiliates, and their respective managers, members, past and present officers, employeedirectors, Affiliatesservants, agents, representatives, successorsattorneys, assigns, accountants heirs, parents, subsidiaries, and attorneys (collectively, the “Indemnified Persons”) and any other each Person acting for or insurer which may be responsible or liable for the acts or omissions on behalf of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom them (collectively, with the Indemnified Persons, the “Released Parties”), ) of and from any and all past and present actions, causes of action, damagesdemands, suits, claims, obligationsliabilities, liabilitiesLiens, lawsuits, adverse consequences, amounts paid in settlement, costs, expenses damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and demands other obligations of any kind whatsoeveror nature whatsoever (the “Released Claims”), at law whether in law, equity or in equityotherwise (including, matured without limitation, those arising under Sections 541 through 550 of the Bankruptcy Code and interest or unmaturedother carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages, including, without limitation, those payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of of, connected with or relating to this Agreement, any other Financing Document, the Credit Agreement Interim Order, the Final Order or the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedforegoing.

Release. By execution The Borrower and each Guarantor (on behalf of this Agreementitself and its Affiliates) and its successors-in-title, Borrowers acknowledge legal representatives and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentassignees and, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the Borrower or any Guarantor, for its past, present and on behalf of itself, its managers, members, directors, officers, future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders, and assigns trustees (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Agent and each of the Lenders, and the Agent’s and each other Lender’s respective successors-in-title, its Affiliates legal representatives and its assignees, past, present and their respective managers, members, future officers, employeedirectors, Affiliatesaffiliates, shareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (each a “Releasee” and collectively hereinafter the “Releasees” or the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, reckonings, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties solely in their capacities as such under the Loan Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing; in each case of the foregoing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Agreement or any other Loan Document and the transactions contemplated thereby, except for the duties and obligations expressly set forth in this Amendment or the other Loan Documents (each, a “Claim” and collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesClaims”). Each Releasing Party further hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, of and from having been so advised stipulates and agrees with respect to all Claims, that it hereby waives any and all actionsprovisions, causes of actionrights, damages, claims, obligations, liabilities, costs, expenses and demands of benefits conferred by any kind whatsoever, at state or federal law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against United States, or any principle of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Partycommon law, including, without limitation, the benefit of the 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, the 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 California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. The Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any presently existing such differences or additional facts. The Borrower and each 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. The 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 sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim or defense whether or not presently suspectedreleased, contemplated or anticipatedremised and discharged by such Person pursuant to the above release.

Release. By In consideration of, among other things, the Investor's execution and delivery of this AgreementAgreement and consideration of the Investor's entry into the Transaction Documents, Borrowers acknowledge and confirm that Borrowers do for other good and valuable consideration the sufficiency of which is hereby acknowledged by the Company, the Company, on behalf of itself, its predecessors, successors and assigns, Subsidiaries and affiliates (collectively, "Releasors"), hereby forever (i) agrees and covenants not have to xxx or prosecute against any Releasee (as defined below) and (ii) conclusively, absolutely, unconditionally, irrevocably and forever releases, waives, and discharges to the fullest extent permitted by law, each Releasee from, any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, damagessuits, claimsdebts, accounts, interests, liens, promises, obligations, warranties, liabilities, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses and/or demands or claims whatsoever (collectively, the "Claims"), of any kind whatsoeverwhatsoever nature and kind, whether known or unknown, whether arising at law or in equity, matured that such Releasor has against the Investor or unmaturedwould have been legally entitled to assert (whether individually or collectively) in any capacity against its affiliates, vested or contingent arising out shareholders and "controlling persons" (within the meaning of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined belowfederal securities laws), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneystheir respective predecessors, successors and assigns and their respective Affiliates each and all of the officers, directors, employees, and agents, attorneys, advisors, auditors, consultants and other representatives of each of the foregoing (collectively, the “Releasing Parties”"Releasees"), hereby fully based in whole or in part on facts whether or not now known, from the beginning of time through and completely release including the date of this Agreement, that relate to, arise out of or otherwise are in connection with any or all of the Investor's Notes, the Investor's Existing Notes, the Security Documents, the other Transaction Documents and forever discharge Lender, its Affiliates any other agreement entered into prior to the date hereof between the Releasor and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys the Releasee (collectively, the “Indemnified Persons”) and "Released Documents"), or any other Person transactions contemplated thereby or insurer which may be responsible or liable for the any acts or omissions of any of the Indemnified Personsin connection therewith; provided, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingenthowever, that any of the Releasing Parties has against foregoing shall not release the Releasee from its express obligations under any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedDocuments.

Release. By execution In consideration of this the payments and benefits provided to Executive under the Employment Agreement, Borrowers acknowledge Executive and confirm that Borrowers do not have each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Executive Releasors”) hereby irrevocably and unconditionally release and forever discharge the Company, NorthStar Realty Finance Corp. (“NRF”), any NSAM Managed Company (as defined in the Employment Agreement) and their respective subsidiaries, affiliates, predecessors and successors (collectively, the “Company Group”) and their respective officers, employees, directors, shareholders and agents (“Company Releasees”) from any and all claims, actions, causes of action, damagesrights, claimsjudgments, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claimsdemands, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf accountings or liabilities of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates whatever kind or character (collectively, the “Releasing PartiesClaims”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim Claims under any federal, state, local or defense foreign law, regardless of whether based on any statute or the common law, including without limitation Claims of breach of contract, Claims based on tortious conduct, statutory or common law employment discrimination Claims, Claims for payment of salary or wages and Claims for attorney’s fees, regardless of whether known or unknown to Executive or any of the other Executive Releasors, that any of the Executive Releasors may have, or in the future may possess, arising out (i) of Executive’s employment relationship with and service as an employee, officer or director of any member of the Company Group, and the termination of such relationship or service and (ii) any other event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that notwithstanding anything else herein to the contrary, Executive is not presently suspectedreleasing any Claims with respect to: (i) the payments and entitlements due to him under Section 6 of the Employment Agreement, contemplated (ii) any rights pursuant to any bonus, stock, equity-based compensation or anticipatedLTIP or partnership awards awarded or granted by any member of the Company Group, (iii) his right to be reimbursed for unreimbursed business expenses incurred through his termination date, (iv) his rights to be indemnified and covered under directors’ and officers’ liability insurance policies as set forth in Section 2.7 of the Employment Agreement as well as any indemnification agreement entered into between Executive and any member of the Company Group, (v) his rights to be indemnified pursuant to the bylaws or other corporate governance documents of any member of the Company Group or to be covered under any applicable directors’ and officers’ liability insurance policies, or (vi) his rights as a shareholder of any member of the Company Group.

Release. By execution of this AgreementThe Borrower and each Guarantor, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates subsidiaries, affiliates and the successors, assigns, heirs and representatives of each of the foregoing (collectively, the “Releasing PartiesReleasors”), ) hereby fully absolutely and completely release unconditionally releases and forever discharge discharges the Administrative Agent, in all capacities, whether as an agent, Lender or otherwise, and each Lender, its Affiliates and its any and their respective managersall participants, membersparent entities, subsidiary entities, affiliated entities, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, employee, Affiliatesmanagers, agents, representatives, successors, assigns, accountants attorneys and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions employees of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom foregoing (collectively, with the Indemnified Persons, the “Released Parties”), of and from (x) any and all actions, causes of action, damages, claimsliabilities, obligations, liabilitiesduties, costsresponsibilities, expenses and demands promises or indebtedness of any kind whatsoeverof the Released Parties to the Releasors or any of them except for the obligations of the Released Parties under the Loan Papers, at and (y) any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or in equityequity or upon contract or tort or under any state or federal law or otherwise, which the Releasors or any of them has had, now have or have made claim to have against any such person for or by reason of any act, omission, event, contract, liability, indebtedness, claim, circumstance, matter of any kind, cause or thing known to the Borrower arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured, vested or contingent, provided further that any the Borrower and each Guarantor hereby represents and warrants that as of the Releasing Parties has against any date hereof to its knowledge no such claims, demands or causes or action exist. For purposes of the Released Partiesrelease contained in this clause (d), arising out of or relating any reference to this Agreementany Releasor shall mean and include, the Credit Agreement as applicable, such Releasor’s successors and the other Loan Documents which Releasing Parties ever had or now have against any Released Partyassigns, including, without limitation, any presently existing receiver, trustee or debtor-in-possession, acting on behalf of such person. As to each and every claim released hereunder, Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein and agrees to waive, to the extent permitted by law, any common law or defense whether statutory rule or not presently suspected, contemplated principle that could affect the validity or anticipatedscope or any other aspect of such release.

Release. By execution of this Agreement(a) The Optionholder, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of himself, herself or itself, its managers, members, directors, officers, employees, stockholders, the Optionholder’s Affiliates, agents, representatives, accountants, attorneys, and their respective successors and assigns and their respective Affiliates (collectively, the “Releasing PartiesReleasors”), hereby fully knowingly and completely release voluntarily releases and forever discharge Lenderdischarges, its effective as of the Closing Date, Buyer, the Company and Wizard Enterprises and each of their respective past, present and/or future Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys Representatives (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actionsActions, claims, suits, controversies, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, claimsliquidated damages, obligationspunitive or exemplary damages, liabilitiesother damages, costsclaims for costs and attorneys’ fees, expenses and demands or liabilities of any kind whatsoever, at nature whatsoever in law or and in equity, matured whether known or unmaturedunknown, vested liquidated or contingent, that which the Optionholder or any of the Releasing Parties has against any of the Released Partiesother Releasor ever had or now have relating to, arising out of or relating to this Agreementin any way connected with the dealings of Buyer, the Credit Agreement Company, Wizard Enterprises or the other Released Parties, on the one hand, and the Optionholder and the other Loan Releasors, on the other hand, or any circumstance, agreement, action, omission, event or matter occurring or existing between them, in each case, prior to the Closing Date (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include: (i) any matters arising under or relating to the terms, conditions or other provisions or obligations under this Agreement or the Transaction Documents which Releasing Parties ever had or now have against any Released Partythe transactions contemplated hereby or thereby, including, without limitationfor the avoidance of doubt, rights to indemnification under the Company’s Organizational Documents contemplated in Section 6.11 of the Purchase Agreement, (ii) rights to any presently accrued but unpaid compensation owed by a Group Company to the Optionholder or other Releasor as of the Closing and that is reflected in the Closing Working Capital or included in the Closing Company Transaction Expenses, (iii) rights to any accrued but unpaid business expenses of the Optionholder to the extent that such expenses are incurred and reimbursable under the Group Companies’ existing claim company policies or defense whether (iv) rights under any Benefit Plan maintained, contributed to or not presently suspected, contemplated or anticipatedsponsored by any Group Company as of the Closing.

Release. By execution of this Agreement(a) Each Member, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of himself, herself or itself, its managers, members, directors, officers, employees, stockholders, such Member’s Affiliates, agents, representatives, accountants, attorneys, and their respective successors and assigns and their respective Affiliates (collectively, the “Releasing PartiesReleasors”), hereby fully knowingly and completely release voluntarily releases and forever discharge Lenderdischarges, its effective as of the Closing Date, Buyer, the Company, Wizard Enterprises and each of their respective past, present and/or future Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys Representatives (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actionsActions, claims, suits, controversies, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, claimsliquidated damages, obligationspunitive or exemplary damages, liabilitiesother damages, costsclaims for costs and attorneys’ fees, expenses and demands or liabilities of any kind whatsoever, at nature whatsoever in law or and in equity, matured whether known or unmaturedunknown, vested liquidated or contingent, that which such Member or any of the Releasing Parties has against any of the Released Partiesother Releasor ever had or now have relating to, arising out of or relating to this Agreementin any way connected with the dealings of the Company, Wizard Enterprises or the Credit Agreement other Released Parties, on the one hand, and such Member and the other Loan Releasors, on the other hand, or any circumstance, agreement, action, omission, event or matter occurring or existing between them, in each case, prior to the Closing Date (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include: (i) any matters arising under or relating to the terms, conditions or other provisions or obligations under this Agreement or the Transaction Documents which Releasing Parties ever had or now have against any Released Partythe transactions contemplated hereby or thereby, including, without limitationfor the avoidance of doubt, rights to indemnification under the Company’s Organizational Documents contemplated in Section 6.11, (ii) rights to any presently accrued but unpaid compensation owed by a Group Company to any Member or other Releasor as of the Closing and that is reflected in the Closing Working Capital or included in the Closing Company Transaction Expenses, (iii) rights to any accrued but unpaid business expenses of the Members to the extent that such expenses are incurred and reimbursable under the Group Companies’ existing claim company policies or defense whether (iv) rights under any Benefit Plan maintained, contributed to or not presently suspected, contemplated or anticipatedsponsored by any Group Company as of the Closing.

Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this AgreementUpon the Effective Date, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Plaintiff and all Settlement Class Members, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfthemselves and all of their agents, its managersheirs, membersestates, directorsexecutors and administrators, officerssuccessors, employeesassigns, stockholdersinsurers, Affiliates, agentsattorneys, representatives, accountants, attorneys, successors and assigns any and their respective Affiliates all Persons who seek to claim through or in the name or right of any of them (collectively, the “Releasing Parties”), hereby fully expressly and completely irrevocably release and forever discharge Lenderdischarge, its Affiliates upon good and its sufficient consideration, Defendants and all of their respective managerspresent and former administrators, membersinsurers, reinsurers, firms, parents, subsidiaries, and affiliates, and all of Defendants and the foregoing Persons’ respective predecessors, successors, assigns and present and former officers, employeedirectors, Affiliatesshareholders, employees, agents, representativesindemnitees, successorsattorneys, assigns, accountants and attorneys representatives (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actionsclaims, demands, complaints, disputes, causes of action, damagesrights of action, claimssuits, debts, liabilities, obligations, liabilities, costs, expenses and demands damages of any kind every nature whatsoever, at law on any legal or in equityequitable ground, matured whether based on federal, state, or unmaturedlocal law, vested statute, ordinance, regulation, common law, private contract, agreement or contingentany other authority, asserted or unasserted, known or unknown, that any of the Releasing Parties has against any of now have, ever had, or may in the Released Partiesfuture have, arising out of, resulting from, or related in any way to the Litigation or the subject matter of the Litigation, and which were or relating to this Agreement, could have been asserted in the Credit Agreement and Litigation based upon the other Loan Documents which Releasing Parties ever had or now have against any Released Partyfacts alleged, including, without limitation, any presently existing claim and all claims for attorneys’ fees, costs, or defense whether expenses, and any and all past and present claims, damages, or liability on any legal or equitable ground whatsoever (“Released Claims”). This Release is as a result of the Settlement Class Members’ membership in the Settlement Class and status as Releasing Parties, the Court’s approval process herein, and the occurrence of the Effective Date and is not presently suspected, contemplated conditioned on receipt of payment by any particular Settlement Class Member or anticipatedReleasing Party. The Released Claims do not include either pending or as yet unfiled policyholder claims for trip cancellation benefits under the Travel Plans.

Release. By execution of this AgreementEach Loan Party, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managersSubsidiaries and controlled Affiliates, membersand each of their successors, directorsrepresentatives, officersassignees and, whether or not claimed by right of, through or under any Loan Party, past, present and future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors members, managers, principals, affiliates, shareholders, trustees, consultants, experts, advisors, attorneys and assigns other professionals (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully fully, finally, and completely forever remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Agents and the Lenders, and the Agents’ and each Lender’s respective successors, its Affiliates representatives, assignees and its past, present and their respective managers, members, officers, employee, Affiliatesfuture employees, agents, representatives, successorsofficers, assignsdirectors, accountants members, managers, principals, affiliates, shareholders, trustees, consultants, experts, advisors, attorneys and attorneys (collectively, the “Indemnified Persons”) other professionals and any all other Person or insurer which may be responsible or liable for the acts or omissions of persons and entities to whom any of the Indemnified Personsforegoing would be liable if such persons or entities were found to be liable to any Releasing Party, or who may be liable for the injury or damage resulting therefrom any of them (collectively, with the Indemnified Persons, collectively hereinafter the “Released Parties”), of and from any and all manner of action and actions, cause and causes of action, damagesclaims, claimsdefenses, rights of setoff, charges, demands, counterclaims, suits, debts, obligations, liabilities, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including without limitation those arising under the Bankruptcy Code and interest or other carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, circumstance, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with, in respect of or relating to the Borrower and its Subsidiaries, this AgreementAmendment or any other Loan Document and the transactions contemplated hereby or thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated“Claims”).

Release. By execution Each Credit Party hereby acknowledges and agrees that: (i) neither it nor any of this Agreementits Subsidiaries has any claim or cause of action against the Agent or any Lender (or any of their respective Affiliates, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, membersofficers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors consultants or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and assigns (ii) the Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, Subsidiaries under the Credit Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent's and the Lenders' rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Credit Party (for itself and its Subsidiaries and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents in their capacities as the Agent or any Lender (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, 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, under contract, tort, statute or otherwise, which Releasing Parties ever any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Ninth Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, includingor the making of any Loans or other advances, without limitation, any presently existing claim or defense whether the management of such Loans or not presently suspected, contemplated advances or anticipated.the Collateral prior to the Ninth Amendment Effective Date. Section 5

Release. By execution of this Agreement, Borrowers acknowledge Effective upon (and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, only upon) the Credit Agreement or Closing Date (the other Loan Documents against any Released Party (as defined below“Effective Date”), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intenteach Releasor Party, for itself and on behalf of itselfits past, present, and future subsidiaries (other than the Group Companies), and its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates successors and assigns, and anyone claiming through any of them (collectively, the “Releasing PartiesReleasors”), hereby forever fully and completely irrevocably release and forever discharge LenderBuyer, its Affiliates the Company and their respective direct and indirect subsidiaries and its and their respective managerspast, memberspresent and future directors, officers, employeemanagers, Affiliatesemployees, agents, agents and representatives, successorsand its and their respective heirs, executors, administrators, estates, predecessors, successors and assigns, accountants and attorneys as applicable, such individuals solely in their official capacities as such (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damagessuits, claims, demands, debts, agreements, obligations, liabilitiespromises, judgments or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (including, claims for damages under a writing or contract or agreement or arising under duty or alleged tortious conduct, costs, expenses and demands attorneys’, brokers’, financial advisors’ and accountants’ fees and expenses) arising out of or related to events, facts, promises, representations (orally or in writing, affirmative or omitted), conditions or circumstances existing or arising on or prior to the Effective Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, patent or latent, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agrees to waive and refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding of any kind kind, in any court or before any arbitration, alternative dispute resolution or other tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 2, “Released Claims” does not include, and the provisions of this Section 2 shall not release or otherwise diminish (a) any obligation, right, benefit or entitlement of any party hereto set forth in or arising under any provision of the Purchase Agreement, this Release Agreement or any other Ancillary Agreement (including, without limitation, any obligation to make a payment to a Releasor Party, or the right of a Releasor Party to receive a payment, of the transaction proceeds in accordance with and subject to the terms of the Purchase Agreement or such other agreement); and (b) claims which may not otherwise be released as a matter of applicable Law. Each Releasor Party covenants and agrees that it will not at any time hereafter commence, initiate or make any charge, complaint, action, suit, proceeding, hearing, claim or demand whatsoever, at law whether direct or in equityindirect, matured express or unmaturedderivative, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out in respect of any Released Claim. The release set forth in this Section 2 may be pleaded by any of the Released Parties, as a full and complete defense and may be used as the basis for an injunction against any action at law or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had equity instituted or now have maintained against such Released Party in violation hereof. If any Released Claim is brought or maintained by a Releasor Party against any Released PartyParty in violation of the release set forth in this Section 2, includingsuch Releasor Party will be responsible for all costs and expenses, without limitationincluding reasonable attorneys’ fees, incurred by the Released Party in defending the same. As to the Released Claims, the Releasors acknowledge and agree that they are aware of, have had the opportunity to seek legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” With full awareness and understanding of this provision, the Releasors hereby waive all rights that this provision or any presently existing claim comparable provision under any state, federal or defense whether non-U.S. law may give to such party as well as under any other statute or common law principles of similar effect. The Releasors understand that the facts with respect to which the release in this Section 2 is given may hereafter prove to be different from the facts now known or believed by them, and the Releasors hereby accept and assume the risk thereof and agree that such release and this Release Agreement shall be and shall remain, in all respects, effective and not presently suspected, contemplated subject to termination or anticipatedrescission by reason of any such difference in facts. The releases herein shall be construed broadly as general releases.

Release. By execution Subject to the terms set forth herein, effective upon a termination of this Agreementthe Advisory Agreement (a “Termination”) and acceptance by the Advisor of the SPF Payment and the DF Payment, Borrowers acknowledge the Advisor acknowledges and confirm agrees that Borrowers do not have by accepting the SPF Payment and the DF Payment at such time, the Advisor, on behalf of itself and each of its affiliates, divisions, parents, subsidiaries, predecessors, successors and assigns, and, in their capacity as such, each of their respective officers, directors, trustees, owners, shareholders, members, managing members, agents, employees, partners, principals, attorneys, insurers, and representatives, releases, remises and forever discharges the Company and each of its affiliates, divisions, parents, subsidiaries, predecessors, successors and assigns, and, in their capacity as such, each of their respective officers, directors, trustees, owners, shareholders, members, managing members, agents, employees, partners, principals, attorneys, insurers, and representatives from any and all claims, suits, controversies, actions, causes of action, debts, damages, claims, obligations, liabilities, costs, expenses and/or demands obligations or liabilities of any kind or nature whatsoever, whether at law or in equity, matured whether known or unmaturedunknown, vested and whether now existing or contingent which may hereafter accrue by reason of any facts or circumstances existing on or before the date of acceptance by the Advisor of the SPF Payment and the DF Payment, which arise out of or are related to or connected with the Advisory Agreement or termination thereof; except in respect of matters arising out of or relating the obligations that survive the Termination as set forth in Section 9 hereof (the “Surviving Matters”), including, for the avoidance of doubt, with respect to this the obligation of the Company under Section 4.03(a) of the Advisory Agreement to pay to the Advisor (i) any unpaid reimbursements of expenses incurred by the Advisor consistent with prior practice in connection with the services it provides to the Company pursuant to the Advisory Agreement in accordance with Section 3.02 of the Advisory Agreement, subject to the Credit Agreement or the other Loan Documents against any Released Party provisions of Section 3.04 thereof (as defined below“Reimbursable Expenses”), whether asserted or unasserted. Notwithstanding (ii) any other provision of any Loan Documentindemnification to which the Advisor is entitled, and (iii) accrued but unpaid fees payable to the extent that such actionsAdvisor pursuant to the terms of the Advisory Agreement prior to Termination, causes of actionin each case, damageswhether billed or claimed prior to or after the Termination, claimsother any Subordinated Performance Fee and any Disposition Fee, obligationswhich shall be paid in accordance with Section 3 and Section 4 hereof, liabilitiesas applicable (the foregoing clauses (i), costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally (ii) and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectivelyiii), the “Releasing PartiesRemaining 4.03 Obligations”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution of this AgreementEach Credit Party and Guarantor, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and each case on behalf of itselfitself and, its managersas applicable, such Credit Party’s or Guarantor’s predecessors, successors, successors-in-interest, partners, members, shareholders, managers, directors, officers, employeesheirs, stockholdersbeneficiaries, Affiliates, agents, representatives, accountants, attorneys, successors agents and assigns (each, a “Releasing Person” and their respective Affiliates (collectively, the “Releasing PartiesPersons”)): (i) does hereby forever RELEASE, hereby fully ACQUIT, REMISE and completely release and forever discharge Lender, its Affiliates FOREVER DISCHARGE Lender and its Affiliates, Equity Interest owners, present and their respective managersformer officers, directors, stockholders, members, officersmanagers, employeeemployees, Affiliatesattorneys, agentsagents and other representatives, representativesand the respective predecessors, successors, successors-in-interest, assigns, accountants heirs, and attorneys representatives of each of the foregoing (each, a “Releasee” and collectively, the “Indemnified PersonsReleasees”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, rights, claims, obligationsdemands, liabilities, costslosses, expenses rights to reimbursement, subrogation, indemnification or other payment, costs or expenses, and demands of any kind whatsoeverreasonable attorneys’ fees, at whether in law or in equity, matured of any nature whatsoever, known or unmaturedunknown, vested suspected or unsuspected, fixed or contingent, and whether representing a past, present or future obligation of the Releasees, or any of them, that any of the Releasing Parties has Persons ever had from the beginning of time, may have or hereafter can, may or shall have against the Releasees, or any of them, which have arisen or accrued prior to or as of the Released Partiesdate of this Amendment, in each case to the extent in any way relating to or arising out of or relating in connection with: (a) any of the Obligations or the Loan Documents; (b) any of the transactions consummated under any of the Loan Documents; (c) the making of any Loan or the use of the proceeds thereof; (d) the Collateral; (e) the exercise by Lender of any right or remedy under or with respect to this Agreementthe Loan Documents, the Obligations, or the Collateral; (f) the conduct of the relationship between or among the Lender and any one or more of the Credit Agreement and Parties or Guarantor; (g) fraud, dominion, control, alter ego, instrumentality, misrepresentation, NEGLIGENT MISREPRESENTATION, duress, coercion, undue influence, interference, NEGLIGENCE OR GROSS NEGLIGENCE, business interruption or lost profits, slander, libel or damage to reputation; (h) estoppel, promissory estoppel or waiver; (i) usury or penalty or damages therefor, from any advances or loans, or from the other contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate; (j) intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with governance or prospective business advantage, or mistake; (k) any act, failure to act, event, omission, transfer, payment or transaction occurring on or prior to the date of this Amendment; (l) any fee, penalty or payment charged or paid under or in connection with the Loan Documents which Releasing Parties ever had or now have this Amendment; or (m) the negotiation of this Amendment and any Loan Documents (each a “Claim” and collectively, “Claims”) and (ii) does hereby agree and covenant not to assert or prosecute against any Released Partyor all of the Releasees any Claims. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, includingCONTEMPORANEOUS, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [The remainder of this page is intentionally left blank]

Release. By execution of this Agreement(a) In consideration of, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementamong other things, the Credit Agreement or consent and amendments provided for herein, and for other good and valuable consideration, the other Loan Documents against any Released Party receipt and adequacy of which is hereby acknowledged, Borrower (as defined belowon behalf of themselves and their respective subsidiaries, Affiliates, successors and assigns), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentand, to the extent that such actionspermitted by applicable law and the same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the above, for their past, present and on behalf of itselffuture employees, its managersdirectors, members, directorsmanagers, officers, employees, stockholders, Affiliatespartners, agents, representatives, accountantsofficers, attorneysdirectors, successors and assigns and their respective Affiliates equity holders (all collectively, with Borrower, the “Releasing Parties”), do hereby fully unconditionally, irrevocably, fully, and completely forever remise, satisfy, acquit, release and forever discharge Administrative Agent, Issuing Lender, its Affiliates and its Lenders and their respective managerseach of Administrative Agent’s, membersIssuing Lender’s and Lender’s past, present and future officers, employee, Affiliatesdirectors, agents, representativesemployees, attorneys, parent, shareholders, successors, assigns, accountants subsidiaries and attorneys Affiliates and all other persons and entities to whom Administrative Agent or Lenders would be liable if such persons or entities were found in any way to be liable to any of the Releasing Parties (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Lender Parties”), of and from any and all manner of action and actions, cause and causes of action, claims, cross-claims, charges, demands, counterclaims, suits, proceedings, disputes, debts, dues, sums of money, accounts, bonds, covenants, contracts, controversies, damages, claims, obligationsjudgments, liabilities, damages, costs, expenses and demands expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand, proceedings or cause of action of whatever nature, whether in equitylaw, matured equity or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, otherwise (including, without limitation, any presently existing claim those arising under 11 U.S.C. §§ 541-550 and interest or defense other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued against any or all of Lender Parties, whether held in a personal or representative capacity, that the Releasing Parties (or any of them) have or may have against the Lender Parties or any of them (whether directly or indirectly) and which are based on any act, fact, event, action or omission or any other matter, condition, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Amendment, the Loan Agreement or any other Financing Agreement and the transactions contemplated hereby and thereby, the Collateral or anticipatedthe Liabilities, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing, other than any applicable good faith claim as to which a final determination is made in a judicial proceeding (in which Administrative Agent and any of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that Administrative Agent acted in a grossly negligent manner or with actual willful misconduct or illegal activity. Borrower acknowledges that Administrative Agent and Lenders are specifically relying upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a material inducement to Administrative Agent and Lenders in entering into this Amendment.

Release. By execution Each Loan Party hereby acknowledges and agrees that: as of this Agreementthe Second Amendment Effective Date (i) neither it nor any of its Subsidiaries has any claim or cause of action against the Agents or any Lender (or any of their respective Affiliates, Borrowers acknowledge officers, directors, employees, attorneys, consultants or agents in their capacities for the Agents or any Lender) in connection with the Loan Documents and confirm that Borrowers do not have any actions, causes (ii) the Agents and each Lender has heretofore properly performed and satisfied in a timely manner all of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating its obligations to this Agreement, the Credit Loan Parties and their Subsidiaries under the Financing Agreement or and the other Loan Documents against any Released Party (as defined below), whether asserted that are required to have been performed on or unassertedprior to the date hereof. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents’ and the Lenders’ rights, interests, security and/or remedies under the Financing Agreement and the other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentDocuments. Accordingly, for and on behalf in consideration of itselfthe agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its managersSubsidiaries and the successors, membersassigns, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors heirs and assigns and their respective Affiliates representatives of each of the foregoing) (collectively, the “Releasing PartiesReleasors”)) does hereby fully, hereby fully finally, unconditionally and completely irrevocably release and forever discharge Lendereach Agent, its Affiliates each Lender and its and each of their respective managers, membersAffiliates, officers, employeedirectors, Affiliatesemployees, agentsattorneys, representatives, successors, assigns, accountants consultants and attorneys agents in their capacities as an Agent or any Lender (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and ) from any and all actions, causes of action, damagesdebts, claims, obligations, liabilitiesdamages, costs, expenses 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, matured under contract, tort, statute or unmaturedotherwise, vested or contingent, that which any of the Releasing Parties Releasor has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, includingor the making of any Loans or other advances, without limitation, any presently existing claim or defense whether the management of such Loans or not presently suspected, contemplated advances or anticipatedthe Collateral prior to the Second Amendment Effective Date.

Release. By execution Original Borrower and Borrower hereby release, remise, acquit and forever discharge Lender, together with its employees, agents, representatives, consultants, attorneys, fiduciaries, trustees, substitute trustees, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of this Agreementthe foregoing are hereinafter referred to as the "Released Parties"), Borrowers acknowledge from any and confirm that Borrowers do not have any actions, all actions and causes of action, damagesjudgments, executions, suits, debts, claims, obligationsdemands, liabilities, costsobligations, damages and expenses and/or demands of any kind whatsoeverand every character, known or unknown, direct and/or indirect, at law or in equity, matured of whatsoever kind or unmaturednature, vested whether heretofore or contingent hereafter accruing, but only for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, and in any way directly or indirectly arising out of or relating in any way connected to this Agreement, the Credit Agreement Note, the Mortgage, the Assignment of Leases or any of the other Loan Documents against or Assumption Documents, or any Released Party (as defined below)of the transactions associated therewith, whether asserted or unassertedthe Property, including specifically but not limited to claims of usury, which in whole or part is caused by or arises out of the NEGLIGENCE of Lender. Notwithstanding any other provision of any Loan DocumentHowever, the foregoing release shall not apply to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person a matter covered thereby is caused by or insurer which may be responsible or liable for the acts or omissions of any arises out of the Indemnified Persons, gross negligence or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), willful misconduct of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out . Original Borrower and Borrower hereby agree that Lender has no fiduciary or similar obligations to Original Borrower or Borrower and that their relationship is strictly that of or relating creditor and debtor. This release is accepted by Lender pursuant to this Agreement, the Credit Agreement and shall not be construed as an admission of liability on the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedpart of Lender.

Release. By execution of this AgreementFor good and valuable consideration, Borrowers acknowledge and confirm that Borrowers do not have any actionsincluding without limitation the payments provided by Article I, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentSeller, for and on behalf of itselfSeller and Seller’s former and current heirs, its managersexecutors, members, directors, officers, employees, stockholders, Affiliatesadministrators, agents, representatives, accountantsattorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Buyer and the Company and their former and current parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of their current and former agents, employees, officers, directors, shareholders, members, trustees, heirs, joint venturers, attorneys, successors representatives, owners and assigns and their respective Affiliates servants, (collectively, the “Releasing PartiesBuyer Entities”) from any and all claims, costs or expenses of any kind or nature whatsoever (collectively, “Claims”), whether known or unknown, foreseen or unforeseen, that Seller ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the date Seller executes this Agreement. Seller has not filed any Claim, lawsuit or charge against any of the Buyer Entities. For good and valuable consideration, Buyer, for and on behalf of Buyer’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby fully voluntarily, knowingly and completely release willingly releases, acquits and forever discharge Lenderdischarges the Seller and his former and current parents, its Affiliates subsidiaries, divisions, affiliates, predecessors, successors and its assigns, and each of their respective managerscurrent and former agents, employees, officers, directors, shareholders, members, officerstrustees, employeeheirs, Affiliatesjoint venturers, agentsattorneys, representatives, successors, assigns, accountants owners and attorneys servants (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesSeller Entities”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, costs or expenses and demands of any kind whatsoeveror nature whatsoever (collectively, at law “ Buyer Claims”), whether known or in equityunknown, matured foreseen or unmatured, vested or contingentunforeseen, that Buyer ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the Releasing Parties date Buyer executes this Agreement. Buyer has not filed any Buyer Claim, lawsuit or charge against any of the Released PartiesSeller Entities. For good and valuable consideration, arising out the Company, for and on behalf of the Company’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Seller Entities, from any and all claims, costs or relating expenses of any kind or nature whatsoever (collectively, “Company Claims”), whether known or unknown, foreseen or unforeseen, that the Company ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including the date the Company executes this Agreement. The Company has not filed any Company Claim, the Credit Agreement and the other Loan Documents which Releasing Parties ever had lawsuit or now have charge against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedof the Seller Entities.

Release. By execution Effective as of this Agreementthe Effective Time, Borrowers acknowledge you hereby, on behalf of: (a) if you are an individual, yourself and confirm that Borrowers do your heirs and your and their Representatives, (b) if you are an entity, your Affiliates and your and their Representatives, (c) if you are a trust, the beneficiaries of your trust, and (d) any of your other successors and assigns, as of the Effective Time but not have before, fully, forever, irrevocably and unconditionally waive, release, acquit and discharge the Surviving Company, each Group Company and their respective Affiliates (including, for clarity, the SPAC and its Affiliates), successors and assigns, and each of their respective former, current and future equityholders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, other Representatives, successors or assignees (or any former, current or future equityholders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, other Representatives, successors or assignees of any of the foregoing) from any and all manner of actions, causes of actionactions, damagessuits, debts, covenants, claims, obligations, liabilities, demands, controversies, damages, judgments, executions, costs, expenses and/or demands expenses, compensation or other relief, whether known or unknown, whether in law or equity, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, whether foreseeable or unforeseeable, or whether presently existing or hereafter discovered, that may be or could have been asserted, with respect to, or arising during, or in connection with, any period ending at or prior to the Effective Time (including out of any kind whatsoeverevent, at law occurrence, act, or in equity, matured or unmatured, vested or contingent arising out of or failure to act) relating to this Agreementsuch Person’s direct or indirect ownership of Company Common Shares, the Credit Agreement Company Preferred Shares, Company Warrants, Convertible Notes or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision equity securities of any Loan Documentthe Company or such Person’s capacity as stockholder, warrantholder or other equityholder of the Company, in each case, prior to the extent Effective Time; provided, that such nothing contained in this paragraph shall extend to any manner of actions, causes of actionactions, damages, claims, claims or obligations, liabilities, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, in connection with (i) your rights under the Business Combination Agreement or the SPAC Ancillary Documents, (ii) any rights to indemnification, limitation of liability or advancement or reimbursement of expenses and/or demands may exist(in your capacity as an officer, Borrowers voluntarilydirector or employee) to the extent you are entitled to under the indemnification provisions of the Governing Documents of the Company or any of its Subsidiaries or any indemnification agreement with the Company, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”iii) and any other rights to compensation that such Person or insurer which may be responsible entitled to under employment or liable for other service agreements entered into (or compensation or benefit plans, programs or policies of) with the acts Company or omissions of any its Subsidiaries and which were in force as of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), date of and from this Letter of Transmittal. You forever waive any and all actionsrights of first refusal, causes rights of actionfirst offer, damagespreemptive rights, claimsregistration rights or similar rights pursuant to any stockholder agreement, obligations, liabilities, costs, expenses and demands of registration rights agreement or other similar agreement pertaining to any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedGroup Company.

Release. By execution 1. In consideration of this the payments and benefits to be made under the Employment Agreement, Borrowers acknowledge dated as of [ ], 2018 (the “Employment Agreement”), by and confirm that Borrowers do not have any actionsamong [ ] (the “Executive”) and Xxxxxxx Pellet Grills LLC (the “Company”) thereof (each of the Executive and the Company, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementa “Party” and collectively, the Credit Agreement or “Parties”) [and, solely with respect to Section 2.2 thereof, TGP Holdings LP (“Parent”)], the other Loan Documents against any Released Party sufficiency of which the Executive acknowledges, the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (as defined belowthe “Company Affiliated Group”), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally their present and irrevocably, with specific and express intent, for and on behalf of itself, its managers, membersformer officers, directors, officersexecutives, employees, stockholders, Affiliatesshareholders, agents, representatives, accountants, attorneys, successors employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns and their respective Affiliates of each of the foregoing (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, claimsdebts, sums of money, accounts, financial obligations, liabilitiessuits, costsexpenses, expenses attorneys’ fees and demands liabilities of any whatever kind whatsoeveror nature in law, at law equity or in equityotherwise, matured or unmaturedwhether accrued, vested or absolute, contingent, that unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any of time heretofore had, owned or held, arising on or prior to the Releasing Parties has date hereof, against any of Company Released Party that arises out of, or relates to, the Released Parties, arising out of or relating to this Employment Agreement, the Credit Agreement Executive’s employment with the Company or any of its subsidiaries and the affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other Loan Documents which Releasing Parties ever had tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or now have against any Released Partylocal statute, provision, order or regulation, and including, without limitation, any presently existing claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or defense whether or not presently suspectedanalogous state statute, contemplated or anticipated.excepting only:

Release. By execution The Borrower and each Subsidiary Guarantor (each, on behalf of this Agreementitself and its Subsidiaries and Affiliates) and their respective successors-in-title, Borrowers acknowledge legal representatives and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentassignees and, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the Borrower or any Subsidiary Guarantor, for their past, present and on behalf of itself, its managers, members, directors, officers, future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders, and assigns trustees (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Administrative Agent, the Collateral Agent and the Lenders, and the Administrative Agent’s, the Collateral Agent’s and each Lender’s respective successors-in-title, its Affiliates legal representatives and its assignees, past, present and their respective managers, members, future officers, employeedirectors, Affiliatesshareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys (collectively, the “Indemnified Persons”) other professionals and any all other Person or insurer which may be responsible or liable for the acts or omissions of persons and entities to whom any of the Indemnified Personsforegoing would be liable if such persons or entities were found to be liable to any Releasing Party, or who may be liable for the injury or damage resulting therefrom any of them (collectively, with the Indemnified Persons, collectively hereinafter the “Released Lender Parties”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, otherwise (including, without limitation, any presently existing claim interest or defense other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or anticipatedoral) related to any of the foregoing.

Release. By execution signing and returning the Letter of this Agreement, Borrowers Transmittal you acknowledge and confirm that Borrowers do agree that, effective as of the Effective Time, on behalf of: (a) if you are an individual, yourself and your heirs and your and their Representatives, (b) if you are an entity, your affiliates and your and their Representatives, (c) if you are a trust, the beneficiaries of your trust, and (d) any of your other successors and assigns, as of the Effective Time but not have before, fully, forever, irrevocably and unconditionally waive, release, acquit and discharge the Surviving Company, each Group Company and their respective Affiliates (including, for clarity, the SPAC and its Affiliates), successors and assigns, and each of their respective former, current and future stockholders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, other Representatives, successors or assignees (or any former, current or future stockholders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, other Representatives, successors or assignees of any of the foregoing) from any and all manner of actions, causes of actionactions, damagessuits, debts, covenants, claims, obligations, liabilities, demands, controversies, damages, judgments, executions, costs, expenses and/or demands expenses, compensation or other relief, whether known or unknown, whether in law or equity, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, whether foreseeable or unforeseeable, or whether presently existing or hereafter discovered, that may be or could have been asserted, with respect to, or arising during, or in connection with, any period ending at or prior to the Effective Time (including out of any kind whatsoeverevent, at occurrence, act, or failure to act) relating to such Person’s direct or indirect ownership of Equity Interests or such Person’s capacity as a Company Equityholder, in each case, prior to the Effective Time; provided, that nothing contained in this paragraph shall extend to any manner of actions, causes of actions, claims (including any claims for specific performance, injunctive relief or other equitable remedies) or obligations, liabilities, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or in equity, matured in connection with (i) your representations made in the Letter of Transmittal, or unmatured, vested or contingent arising out of or relating to this Agreement, your rights under the Credit Business Combination Agreement or the other Loan Documents against Ancillary Agreements, (ii) any Released Party (as defined below)rights to indemnification, whether asserted limitation of liability or unasserted. Notwithstanding any other provision advancement or reimbursement of any Loan Document, expenses to the extent you are entitled to under the indemnification provisions of the Governing Documents of the Company or any of its Subsidiaries, and (iii) any rights to compensation that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which you may be responsible entitled to under employment or liable for other service agreements entered into (or compensation or benefit plans, programs or policies of) with the acts Company or omissions of any its Subsidiaries and which were in force as of the Indemnified Persons, or who may be liable for date of the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), Letter of and from Transmittal. You forever waive any and all actionsrights of first refusal, causes rights of actionfirst offer, damagespreemptive rights, claimsregistration rights or similar rights pursuant to any stockholder agreement, obligations, liabilities, costs, expenses and demands of registration rights agreement or other similar agreement pertaining to any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedGroup Company.

Release. By execution (a) Effective on the date hereof, Bxxxxxxx, New Holdco and each Guarantor, for itself and on behalf of this Agreementits successors, Borrowers acknowledge assigns, and confirm that Borrowers do not have officers, directors, employees, agents and attorneys, and any actionsPerson acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past and present officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents 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, the “Releasees”), from any and all past and present claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, claimslosses, obligations, liabilities, costs, costs and expenses and/or demands 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, vested foreseen or contingent arising out unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower or such Guarantor ever had from the beginning of the world, now has, or relating might hereafter have against any such Releasee which relates, directly or indirectly to this the Credit Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, or to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, such Releasee with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating respect to this Agreement, the Credit Agreement and the or any other Loan Documents Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, Bxxxxxxx, New Holdco, 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 provisions of Section 1542 of the Civil Code of California which Releasing Parties ever had 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.” As to each and every Claim released hereunder, Bxxxxxxx, New Holdco 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 California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower, New Holdco, and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now have known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower, New Holdco, and each 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 Released Partyaction, includingsuit or other proceeding which may be instituted, without limitation, any presently existing claim prosecuted or defense whether or not presently suspected, contemplated or anticipatedattempted in breach of the provisions of such release.

Release. By execution of Except in regard to your rights under the Share Exchange Agreement, this Agreement, Borrowers acknowledge and confirm that Borrowers do the Related Agreements (if any), you, for and on behalf of yourself and your predecessors, successors, heirs, executors, administrators, beneficiaries, legatees and assigns (collectively, the “Releasors”) hereby knowingly, fully, unconditionally, irrevocably and completely forever release and discharge Kannalife, the Company, each “Affiliate” (within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended) of Kannalife, the Company, and its direct and indirect subsidiaries (together, the “Companies”) and each of the Companies’ respective past or present stockholders, partners, members, officers, directors, consultants, attorneys, subsidiaries, Affiliates, agents, advisors, representatives and employees and each of their respective heirs, executors, predecessors, successors, administrators, beneficiaries, legatees and assigns (collectively, the “Releasees”), from, and agree not have to sxx any of the Releasees with respect to, any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, costsaffirmative defenses, expenses and/or demands and other obligations or liabilities whatsoever, in law or equity, whether known or unknown, past or present, asserted or unasserted, suspected or unsuspected, fixed or contingent (collectively, “Claims”), which you or any of the Releasors ever had, now have or may ever have had against any of Releasees from the beginning of the world until the Effective Date (as defined in Section 7 below), provided, however, that the foregoing shall not release any Releasee from any obligation of any kind whatsoeverReleasee to the undersigned Participating Stockholder under any provision of the Share Exchange Agreement, at law this Agreement or in equity, matured any Related Agreements. With the exception of the rights and obligations created by this Agreement or unmatured, vested or contingent arising out of or relating to expressly reserved under this Agreement, it is the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any intent of the Indemnified Persons, or who may be liable for parties to waive the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), provisions of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any § 1542 of the Releasing Parties has against any of the Released PartiesCalifornia Civil Code, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.provide as follows:

Release. By execution x. Xxxxxxxxxx hereby forever releases and discharges the Company, the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of this Agreementtheir past, Borrowers acknowledge present and confirm that Borrowers do future directors, shareholders, officers, general or limited partners, employees, agents, attorneys and representatives for actions or omissions taken by any or all of them on behalf of the Company in each of their respective capacities, and the employee benefit plans in which Xxxxxxxxxx is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from, and agrees hereby forever not have to xxx the Company Releasees with respect to, any actionsand all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, claimscosts, charges, attorneys’ fees, complaints, obligations, liabilitiespromises, costsagreements, expenses and/or demands controversies, suits, expenses, any form of any compensation (including but not limited to salary, bonuses, commissions or related fees), responsibility and liability of every kind and character whatsoever, at whether in law or in equity, matured known or unmaturedunknown, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding , suspected or unsuspected, which Xxxxxxxxxx has or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date of this Agreement arising directly or indirectly out of, relating to, or in any other provision way involving in any manner whatsoever, (i) Xxxxxxxxxx’x Employment Agreement or stock option agreements; (ii) Xxxxxxxxxx’x employment with the Company or his separation of employment, (iii) Xxxxxxxxxx’x status at any time as a holder of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any securities of the Indemnified PersonsCompany, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, iv) without limitation, any presently existing claim and all claims arising under federal, state, or defense whether local laws relating to employment or securities, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA,” a law which prohibits discrimination on the basis of age), the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act, The New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Wage Payment and Collection Law and similar state or local statutes, ordinances, and regulations; provided, that, notwithstanding anything to the contrary set forth herein, this general release shall not presently suspectedextend to (x) benefit claims under employee pension and deferred compensation benefit plans in which Xxxxxxxxxx was a participant by virtue of his employment with the Company; (y) indemnification rights Xxxxxxxxxx may have by virtue of his status as a former officer in accordance with applicable law and the Company’s by-laws and that certain Undertaking dated September 10, contemplated or anticipated2004; and (z) any obligation of the Company under this Separation Agreement.

Release. By execution The Borrower and each Guarantor (on behalf of this Agreementitself and its Affiliates) and its successors-in-title, Borrowers acknowledge legal representatives and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentassignees and, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the Borrower or any Guarantor, for its past, present and on behalf of itself, its managers, members, directors, officers, future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders, and assigns trustees (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Agent and each of the Lenders, and the Agent’s and each other Lender’s respective successors-in-title, its Affiliates legal representatives and its assignees, past, present and their respective managers, members, future officers, employeedirectors, Affiliatesaffiliates, shareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (each a “Releasee” and collectively hereinafter the “Releasees” or the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, reckonings, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any so called “lender liability” claims, interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Lender Parties solely in their capacities as such under the Loan Documents, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing; in each case of the foregoing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Agreement or any other Loan Document and the transactions contemplated thereby, except for the duties and obligations expressly set forth in this Amendment or the other Loan Documents (each, a “Claim” and collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesClaims”). Each Releasing Party further hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, of and from having been so advised stipulates and agrees with respect to all Claims, that it hereby waives any and all actionsprovisions, causes of actionrights, damages, claims, obligations, liabilities, costs, expenses and demands of benefits conferred by any kind whatsoever, at state or federal law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against United States, or any principle of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Partycommon law, including, without limitation, the benefit of the 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, the 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 California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. The Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any presently existing such differences or additional facts. The Borrower and each 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. The 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 xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim or defense whether or not presently suspectedreleased, contemplated or anticipatedremised and discharged by such Person pursuant to the above release.

Release. By execution of this Agreement, Borrowers acknowledge (a) Each Seller hereby forever fully and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party irrevocably releases each Company and its Subsidiaries (as defined belowif any), whether asserted or unasserted. Notwithstanding any other provision of any Loan DocumentAffiliates, to the extent that such actionspredecessors, causes of actionsuccessors, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally assigns and irrevocably, with specific past and express intent, for and on behalf of itself, its managers, memberspresent stockholders, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors agents and assigns and their respective Affiliates representatives (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and ) from any and all actions, causes arbitrations, suits, petitions, appeals, demands, hearings, demand letters, inquiries, charges, sanctions, customer complaints, claims (both under contract or in tort), liens, notices of actionnoncompliance or violation, investigations, proceedings, consent orders or consent agreements (collectively, “Seller Claims”), whether known or unknown, suspected or unsuspected, both at law and in equity, which such Seller now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, whether from such Seller’s status as a shareholder, director, officer, employee, creditor or otherwise of the Released Parties (including, without limitation, Seller Claims for damages, claims, obligations, liabilities, costs, expenses and demands of attorneys’, brokers’ and accountants’ fees and expenses), including, but not limited to, any kind whatsoever, at law rights to indemnification or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against reimbursement from any of the Released Parties, arising out of whether pursuant to their respective Organizational Documents, contract or relating to this Agreement, the Credit Agreement otherwise and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspectedrelating to Seller Claims pending on, contemplated or anticipatedasserted after, the Closing Date (collectively, the “Released Claims”). Notwithstanding the foregoing, the foregoing release shall not operate to release (i) any claim of any Seller against the Released Parties to enforce the provisions of this Agreement or any other Transaction Document or (ii) any claim for insurance benefits under any employee insurance benefit plan, to the extent arising in the ordinary course since any Company’s last payroll, or insurance benefit payment to such Seller, as the case may be.

Release. By execution Each Borrower, on behalf of this Agreementitself and its affiliates, Borrowers acknowledge and confirm that Borrowers do not have its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any actionsand all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of actionaction (whether direct or derivative in nature), damagesdemands, claimssuits, costs, liabilities, responsibilities, disputes, obligations, liabilitiesexpenses and damages (collectively, costs, expenses and/or demands the “Claims”) any of them may have or allege to have as of the date of this Amendment (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, at law based in whole or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)part on facts, whether asserted actual, contingent or unasserted. Notwithstanding otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against either Lender or Holder, or any other provision of any Loan Documenttheir respective subsidiaries, to the extent that such actionsaffiliates, causes of actionagents, damagesprincipals, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, stockholdersattorneys, Affiliatesconsultants, advisors, agents, representativestrusts, accountantstrustors, attorneysbeneficiaries, successors heirs, executors and assigns and their respective Affiliates administrators of each of the foregoing (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any ) arising out of the Releasing Parties has against Existing Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties, arising out of or relating to this Parties under the Existing Agreement, the Credit 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 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 and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above 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 of all Secured Obligations of Borrowers under or in respect of the Loan Agreement and the other Loan Documents which Releasing Parties ever had or now have against and all other amounts owing thereunder and the termination of all such Loan Documents and (ii) the exercise by Holder of any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedand all of its rights under the Existing Warrant Agreement.

Release. By execution (a) Effective as of this Agreementthe Closing, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that each Seller on such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for Seller’s own behalf and on behalf of itselfSeller’s, its managersheirs, memberssuccessors, directorstrustees, officersexecutors, employeesadministrators, stockholdersassigns, AffiliatesRepresentatives and Affiliates and any other Person that may claim by, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates through or in the right of such Seller (collectively, the “Seller Releasing Parties”), hereby fully irrevocably waives, releases and completely release discharges the Company, the Subsidiaries and forever discharge Lender, its their Affiliates and its any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and their respective managersother Representatives and any successor, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys heir or assign of any of the foregoing (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Purchaser Released Parties”), of and ) from any and all actionsActions, causes of actionLiabilities, damages, claims, obligations, liabilities, costs, expenses 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, matured and such Seller Releasing Party shall not seek to recover any amounts or unmaturedany other remedy in connection therewith or thereunder from any Purchaser Released Party; provided, vested or contingenthowever, that the foregoing release will not be construed to apply to or release any of the Releasing Parties has against any of the Released Parties, arising out of or claims relating to or arising under this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitationAncillary Agreements, any presently existing claim directors’ or defense whether 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 presently suspected, contemplated or anticipateda party to this Agreement is an express third-party beneficiary of this Section 6.7(a).

Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentEmployee, for himself and on behalf of itselfhis heirs, its managersexecutors, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneysadministrators, successors and assigns and their respective Affiliates (collectively, hereinafter collectively referred to as the “Releasing PartiesReleasors”), hereby fully releases and completely release and forever discharge Lender, its Affiliates discharges the Company and its parents, subsidiaries, affiliates, insurers, successors and assigns, and their respective managers, members, officers, employeedirectors, Affiliatesemployees, agentsrelated parties and agents (all such persons, representativesfirms, successors, assigns, accountants corporations and attorneys (collectively, entities being deemed beneficiaries hereof and are referred to herein as the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Related Parties”), of and from any and all actions, causes of action, damages, claims, obligations, costs, losses, liabilities, costs, expenses damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date on which Employee signs this Release, including, but not limited to, (a) any kind whatsoeverand all claims or rights arising out of, at law or which might be considered to arise out of or to be connected in equityany way with, matured Employee’s relationship with the Company and its past, current and future parents, subsidiaries and affiliates (collectively, the “Company Entities”) or unmaturedthe termination of Employee’s relationship with the Company Entities; (b) any claims under any contracts, vested agreements or contingent, that understandings Employee may have with any of the Releasing Parties has Related Parties, written or oral, at any time prior to the date hereof (including, but not limited to, under the Employment Agreement and/or the CIC Agreement); (c) with respect to any claims (including proofs of claims) asserted against the Company or any of the Released Partiesits affiliated debtors in possession in their pending Chapter 11 cases; and (d) any claims or causes of action arising under any federal, arising out of state or relating to this Agreementlocal law, the Credit Agreement and the rule or ordinance, tort, express or implied contract, public policy, or any other Loan Documents which Releasing Parties ever had or now have against any Released Partyobligation, including, without limitation, any presently existing claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Vietnam Era Veterans Readjustment Act of 1974, the Immigration Reform and Control Act of 1974, the Labor Management Relations Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act of 2002, and the Code, all as amended, and/or any other federal, state or local labor laws, wage and hour and wage payment laws, employee relations and/or fair employment practices laws, any public policy, any claim for misrepresentation, defamation or defense invasion of privacy, any claim for compensation, wages, commissions, bonuses, royalties, equity-based awards, deferred compensation, other monetary or equitable relief, vacation, personal or sick time, other fringe benefits, attorneys’ fees, or any tangible or intangible property of Employee’s that remains with the Company, and any other applicable laws, regulations and rules, whether arising under any contract (express or implied), agreement, statute, regulation, ordinance, common law, public policy or any other source. Employee specifically intends this Release to be the broadest possible release permitted under law. Notwithstanding the foregoing, Employee shall not presently suspectedbe deemed to have released (i) any obligations undertaken within the Letter Agreement, contemplated this Release or anticipatedany future claims Employee may have arising from or related to a breach of the Letter Agreement or this Release; (ii) any claims to indemnification to which Employee may be entitled under the Company’s certificate of incorporation, bylaws, indemnification agreements, directors and officers insurance policies, or applicable law with respect to the period of Employee’s employment; (iii) any claims or rights which cannot be waived by law, including Employee’s right to workers compensation; (iv) any vested and non-forfeitable benefits under any employee benefit plans; and (v) claims related to facts concealed by the Company.

Release. By execution of this AgreementCompany and each Credit Support Party, Borrowers acknowledge its successors-in-title, legal representatives, assignees and confirm that Borrowers do not have any actionsheirs, causes of actionas applicable, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentand, to the extent that the same is claimed by right of, through or under Company or any such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfCredit Support Party, its managerspast, members, directors, officers, present and future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders, parents, subsidiaries, affiliates and assigns trustees, and their respective Affiliates each of them (collectively, the “"Releasing Parties”)") does hereby forever remise, hereby fully and completely release and forever discharge Lenderthe Collateral Agent and each Holder, its Affiliates and its the Collateral Agent's and their respective managerseach Holder's successors-in-title, memberslegal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesshareholders, trustees, agents, representativesemployees, successorsparents, assignssubsidiaries, accountants affiliates, consultants, experts, advisors, attorneys and attorneys (collectivelyother professionals, as well as any and all persons and entities to whom the “Indemnified Persons”) and Collateral Agent or any other Person Holder would be liable if such persons or insurer which may entities were found to be responsible liable to Company or liable for the acts any Credit Support Party or omissions of any of them, and each of them (collectively hereinafter the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “"Released Parties”"), of and from any and all manner of action and actions, cause and causes of action, claims, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys' fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or in equity, matured or unmatured, vested or contingent, that any cause of the Releasing Parties has against any action of the Released Partieswhatever nature relating to, arising out of or relating to this in connection with the Note Purchase Agreement, this Amendment, the Credit Amended Agreement and the other Loan Basic Documents which or any Events of Default or Potential Events of Default, including but not limited to, acts, omissions to act, actions, negotiations, discussions and events resulting in the finalization and execution of this Amendment or any other Basic Documents, as, among and between any Releasing Parties ever had or now have against Party and any Released Party, such claims whether now accrued and whether now known or hereafter discovered, from the beginning of time through the date hereof, and specifically including, without any limitation, any presently existing claims of liability asserted or which could have been asserted with respect to, arising out of or in any manner whatsoever connected directly or indirectly with any "lender liability-type" claim (the "Release"). Notwithstanding anything herein to the contrary, this Release will not extend to and will not affect any claims which may be asserted pursuant to events, circumstances, acts or omissions after the date of this Amendment. It is a further condition of the consideration hereof and is the intention of the Company and each Credit Support Party in executing this Amendment that the same shall be effective as a bar as to each and every claim, demand and cause of action specified in this Section 6 and, in furtherance of this intention, Company and each Credit Support Party hereby expressly waives any and all rights or benefits conferred by the provisions of any applicable law, including but not limited to SECTION 1542 OF THE CALIFORNIA CIVIL CODE, and expressly consents that this Amendment shall be given full force and effect according to each and all of its express terms and conditions, including those relating to unknown and unsuspected claims, demands and causes of actions, if any, as well as those relating to any other claims, demands and causes of actions hereinabove specified. SECTION 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Company and each Credit Support Party acknowledges that it may hereafter discover claims or facts in addition to or different from those which Company or any Credit Support Party now knows or believes to exist with respect to the subject matter of this Agreement described in this Section 6 and which, if known or suspected at the time of executing this Amendment, may have materially affected this Release. Nevertheless, Company and each Credit Support Party hereby waives any right, claim or defense whether cause of action that might arise as a result of such different or not presently suspectedadditional claims or facts. Company and each Credit Party acknowledges that it understands the significance and consequence of such release and such specific waiver herein, contemplated including such waivers of SECTION 1542. The parties agree that the references to Section 1542 of the California Civil Code herein are made in an abundance of caution and no inference may be drawn to that section, or anticipatedany other aspect of California law, governs this Amendment, the Note Purchase Agreement or any other Basic Document. Nothing in this Section 6 or in this Amendment is, is intended to be, or should be construed or constituting a release of any rights or claims that are or may be held by the Released Parties against the Releasing Parties.

Release. By execution In consideration of the benefits received by the Company pursuant to this amendment, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementamendment, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Company, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, itself and its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, advisors, employees, Subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each the Trustee, the Collateral Agent, the Holder, and each of their respective Affiliates officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives and attorneys of any of them, each in their capacities as such, (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesReleasees”), of and from any and all actionsclaims, causes of action, damages, claimssuits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, damages, expenses and demands fees whatsoever, whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and whether based on any federal, state, local or foreign law or right of any kind whatsoeveraction, at law or in equityequity or otherwise, foreseen or unforeseen, matured or unmatured, vested known or contingentunknown, that accrued or not accrued, which any of the Releasing Parties Releasor now has, has ever had or may hereafter have against any Releasee arising contemporaneously with or prior to the date of the Released Parties, this amendment or on account of or arising out of any matter, cause, circumstance or relating event occurring contemporaneously with or prior to the date of this Agreementamendment that relate to, arise out of, or otherwise are in connection with any or all of the Transaction Documents or transactions contemplated thereby (collectively, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any “Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedClaims”).

Release. By execution (a) Effective on the date hereof, Borrower, for itself and on behalf of this Agreementits successors, Borrowers acknowledge assigns, and confirm that Borrowers do not have officers, directors, employees, agents and attorneys, and any actionsPerson acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges each member of the Lender Group, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lender Group would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Releasees”), from any and all past, 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, damages, claimslosses, obligations, liabilities, costs, costs and expenses and/or demands 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, vested foreseen or contingent arising out unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower ever had from the beginning of the world to the date hereof, now has, or relating might hereafter have against any such Releasee which relates, directly or indirectly to this the Credit Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, or to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, such Releasee with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating respect to this Agreement, the Credit Agreement and the or any other Loan Documents Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every Claim released hereunder, Borrower 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 provisions of Section 1542 of the Civil Code of California which Releasing Parties ever had or now have against any Released Partyprovides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, includingWHICH IF KNOWN BY HIM, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedMUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Release. By execution of this AgreementEach Loan Party, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managersSubsidiaries and controlled Affiliates, membersand each of their successors, directorsrepresentatives, officersassignees and, whether or not claimed by right of, through or under any Loan Party, past, present and future employees, stockholders, Affiliates, agents, representatives, accountantsofficers, attorneysdirectors, successors members, managers, principals, affiliates, shareholders, trustees, consultants, experts, advisors, attorneys and assigns other professionals (each, a “Releasing Party” and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully fully, finally, and completely forever remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Agents and the Lenders, and the Agents’ and each Lender’s respective successors, its Affiliates representatives, assignees and its past, present and their respective managers, members, officers, employee, Affiliatesfuture employees, agents, representatives, successorsofficers, assignsdirectors, accountants members, managers, principals, affiliates, shareholders, trustees, consultants, experts, advisors, attorneys and attorneys (collectively, the “Indemnified Persons”) other professionals and any all other Person or insurer which may be responsible or liable for the acts or omissions of persons and entities to whom any of the Indemnified Personsforegoing would be liable if such persons or entities were found to be liable to any Releasing Party, or who may be liable for the injury or damage resulting therefrom any of them (collectively, with the Indemnified Persons, collectively hereinafter the “Released Parties”), of and from any and all manner of action and actions, cause and causes of action, damagesclaims, claimsdefenses, rights of setoff, charges, demands, counterclaims, suits, debts, obligations, liabilities, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including without limitation those arising under the Bankruptcy Code and interest or other carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, circumstance, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with, in respect of or relating to this AgreementCredit Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated“Claims”).

Release. By execution (a) As of the date of this AgreementWaiver, Borrowers acknowledge each Loan Party Obligor, for itself and confirm that Borrowers do not have on behalf of its successors, assigns, Subsidiaries and such Loan Party Obligor’s and its Subsidiaries’ officers, directors (and any actionsequivalent governing body), employees, agents, representatives, advisors, consultants, accountants and attorneys, and any Person acting for or on behalf of, or claiming through it (collectively, the “Releasing Persons”), hereby waives, releases, remises and forever discharges each Secured Party, each of their respective Affiliates and successors in title, and past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals of the foregoing entities and all other Persons and entities to whom any Secured Party would be liable if such Persons were found to be liable to such Releasing Persons (each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, amounts paid in settlement, debts, deficiencies, disbursements, demands, obligations, liabilities, causes of action, damages, claimslosses, obligations, liabilities, costs, costs and expenses and/or demands 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, vested foreseen or contingent arising out unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Releasing Persons ever had from the beginning of the world until (and including) the date hereof, against any such Releasing Person which relates, directly or relating indirectly, to this the Facility Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectivelyany Equity Document, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and Stock owned by any other Person Releasee or insurer which may be responsible or liable for the to any acts or omissions of any of such Releasee with respect to the Indemnified PersonsFacility Agreement, any other Loan Document, any Equity Document, or who may be liable for any Stock owned by any Releasee, or to the injury or damage resulting therefrom (collectively, with lender-borrower relationship evidenced by the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Facility Agreement and the other Loan Documents which Releasing Parties ever had (including as modified hereby, as applicable) or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedthe Stock holder relationship evidenced by the Equity Documents.

Release. By execution The Loan Parties hereby (i) release, acquit, and forever discharge the Agents and each of this Agreementthe Lenders, Borrowers acknowledge and confirm that Borrowers do not have each and every past and present subsidiary, affiliate, stockholder, officer, director, agent, servant, employee, representative, and attorney of the Agents and the Lenders, from any actionsand all claims, causes of action, damagessuits, claimsdebts, liens, obligations, liabilities, costsdemands, losses, costs and expenses and/or demands (including reasonable attorneys’ fees) of any kind kind, character, or nature whatsoever, at law known or in equityunknown, matured fixed or unmaturedcontingent, vested which the Loan Parties may have or contingent arising claim to have now or which may hereafter arise out of or relating connected with any act of commission or omission of the Agents or the Lenders existing or occurring prior to the date of this Agreement, Amendment in each case arising with respect to the Credit Agreement or the other Loan Documents against and (ii) waive any Released Party (as defined below)and all claims, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actionscounterclaims, causes of action, damagesoffsets, rights of recoupment, defenses and demands, whether known or unknown, arising on or before the date of this Amendment in each case under or with respect to any of the Loans or Obligations or under any of the Loan Documents; provided, that, such releases and waivers described in (i) and (ii) above shall not be applicable with respect to any claims, counterclaims, causes of action, offsets, suits, debts, liens, obligations, liabilities, losses, costs, expenses and/or demands may existexpenses, Borrowers voluntarilydemands, knowinglydefenses or rights of recoupment resulting primarily from the gross negligence or willful misconduct of the Agents or the Lenders as determined by a court of competent jurisdiction by final and nonappealable judgment. The provisions of this Section VI(D) shall be binding upon the Borrower and each of the other Loan Parties, unconditionally if any, and irrevocablyshall inure to the benefit of Agents, with specific the Lenders and express intenttheir respective subsidiaries, for and on behalf of itselfaffiliates, its managersstockholders, membersofficers, directors, officersagents, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, executors, administrators, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution For consideration of this Agreementthe Payment and other covenants contained herein, Borrowers acknowledge the receipt and confirm sufficiency of which are hereby expressly acknowledged, Plaintiff(s), for themselves and each of their present, former, and future heirs, executors, administrators, partners, co-obligors, co-guarantors, guarantors, sureties, family members, spouses, attorneys, insurers, agents, representatives, predecessors, successors, assigns, and all those who claim through them or could claim through them (collectively, "Releasors") unconditionally and irrevocably remise, waive, satisfy, release, acquit, and forever discharge Defendant(s) and each of their present, former, and future parents, predecessors, successors, assigns, assignees, affiliates, conservators, divisions, departments, subdivisions, owners, partners, principals, trustees, creditors, shareholders, joint ventures, co-venturers, officers, and directors (whether acting in such capacity or individually), attorneys, vendors, accountants, nominees, agents (alleged, apparent, or actual), representatives, employees, managers, administrators, and each person or entity acting or purporting to act for them or on their behalf, as well as any past, present, or future person or any entity that Borrowers do held or holds any interest in the Loan and the underlying Note or Security Instrument, including, but not have limited to, Nationstar Mortgage, LLC and all of its subsidiaries and affiliates (collectively, "Releasees"), and each of them, respectively, from and against any and all past and present claims, counterclaims, actions, suits, rights, causes of action, damageslawsuits, claims, obligations, liabilitiesset-offs, costs, expenses and/or demands losses, controversies, agreements, promises and demands, or liabilities, of any whatever kind whatsoeveror character, direct or indirect, whether known or unknown or capable of being known, arising at law or in equity, matured by right of action or unmaturedotherwise, vested or contingent arising out of or relating to this Agreementincluding, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)but not limited to, whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentsuits, to the extent that such actionsdebts, causes of actionaccounts, bills, damages, judgments, executions, warranties, attorney’s fees, costs of litigation, expenses, claims, obligations, liabilities, costs, expenses and/or and demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliateswhatsoever that the Releasors or their attorneys, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representativespredecessors, successors, assignsand assigns have or may have against the Releasees, accountants and attorneys (collectivelyfor, the “Indemnified Persons”) and any other Person upon, or insurer which may be responsible or liable for the acts or omissions by reason of any of the Indemnified Personsmatter, cause, or who may be liable for the injury or damage resulting therefrom (collectivelything, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at in law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, the claims made or which could have been made by Plaintiff(s) arising from the origination or servicing of the Loan as well as in any presently existing way related to the Property, Note, or Security Instrument, any servicing act or omission thereon as well as any claim or defense whether issue which was or not presently suspectedcould have been brought in the Litigation (collectively, contemplated or anticipatedthe “Released Matters”).

Release. By execution Each of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party Parties (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfitself and its Affiliates) for itself and for its successors in title and assignees and for its past, its managerspresent and future employees, membersagents, representatives (other than legal representatives), officers, directors, officersshareholders, employeesand trustees (each, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors a “Releasing Party” and assigns and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Lender, its Affiliates the Lender’s successors-in-title, legal representatives and its assignees, past, present and their respective managersfuture officers, directors, partners, general partners, limited partners, managing directors, members, officersaffiliates, employeeshareholders, Affiliatestrustees, agents, representativesemployees, consultants, principals, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Lender or its successors-in-title, assignslegal representatives and assignees, accountants past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesReleasees”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including, vested without limitation, any claims relating to (i) the making or contingent, that any administration of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released PartyLoans, including, without limitation, any presently existing such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories, (ii) any covenants, agreements, duties or defense obligations set forth in the Loan Documents, (iii) increased financing costs, interest or other carrying costs, (iv) penalties, (v) lost profits or loss of business opportunity, (vi) legal, accounting and other administrative or professional fees and expenses and incidental, consequential and punitive damages payable to third parties, (vii) damages to business reputation, or (viii) any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Loan Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or anticipatedoral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”). Each of the Releasing Parties further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 7. Each of the Credit Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrowers or any other Credit Party pursuant to this Section 7. If any Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Borrowers and other Credit Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. For the avoidance of doubt, this provisions of this Section 7 shall survive the occurrence of a Termination Event.

Release. By execution (a) For and in consideration of this Agreement, Borrowers acknowledge the covenants and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or promises set forth in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Merger Agreement or and the other Loan Documents against any Released Party (Transaction Documents, effective as defined below)of, whether asserted or unasserted. Notwithstanding any other provision from, and after the First Step Merger Effective Time, the Principal Stockholder and each of any Loan Documentthe FP Funds, to the extent that such actionson behalf of itself and its respective past, causes of actionpresent and future Affiliates, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfthe investors, its managersshareholders, members, directorsprincipals, officerspartners, employeestrustees, stockholdersbeneficiaries, Affiliatesheirs, agentsexecutors of each of the foregoing, representativesthe Representatives of each of the foregoing, accountants, attorneysand the predecessors, successors and assigns and their respective Affiliates of each of the foregoing (collectively, the “Releasing Parties”), hereby fully fully, finally, unconditionally and completely release irrevocably release, acquit and forever discharge Lenderdischarge, its Affiliates and its the Company Entities, and their respective managerspresent and future Affiliates (including, without limitation, Parent, Merger Sub and Successor Sub), the investors, shareholders, members, officersprincipals, employeepartners, Affiliatestrustees, agentsbeneficiaries, representativesheirs, successorsexecutors, assignsjoint ventures and insurers of each of the foregoing, accountants the Representatives of each of the foregoing, and attorneys the predecessors, successors (including, without limitation, the Surviving Entity) and assigns of each of the foregoing (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and ) from any and all actionscovenants, causes Proceedings, torts, debts, Damages, demands, offsets and compensation of actionevery kind and nature whatsoever, damagespast, claimspresent, obligations, liabilities, costs, expenses and demands of any kind whatsoeveror future, at law or in equityequity (including, without limitation, with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty or Legal Requirement), whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether fixed, contingent or otherwise, whether asserted or unasserted, whether accrued or unaccrued, whether matured or unmatured, vested whether liquidated or contingentunliquidated, whether due or to become due and whether secured or unsecured, that such Releasing Parties, or any of them, had, have, or ever in the future may have (excluding any claims by employees that such employees may have under employment, option or other agreements with the Company) against the Released Parties, or any of them, in each case based on (i) acts, events, circumstances, conditions or omissions occurring at or prior to the First Step Merger Effective Time, or (ii) Liabilities of the Principal Stockholder or the FP Funds arising under this Agreement, the Merger Agreement (including, without limitation, Section 2.14 of the Merger Agreement or Article VIII of the Merger Agreement) or any of the other Transaction Documents (collectively, for the purposes of this Section 3, “Causes of Action”), excluding Causes of Action related to the Principal Stockholder’s rights (A) explicitly arising under the Merger Agreement, and (B) to indemnification under the provisions of the Governance Documents or the Constitutive Documents of any of the Company Entities (or any directors’ and officers’ liability insurance policy maintained by any of the Company Entities in respect of the same) if any Releasing Parties has against Party is made a party to a Proceeding as a result of such Releasing Party’s status as a director, officer or employee of any of the Company Entities with respect to any act, omission, event or transaction occurring at or prior to the First Step Merger Effective Time (the “Reserved Causes of Action”). The Principal Stockholder and the FP Funds hereby acknowledge and agree that they do not have any claim or right to indemnity or contribution from any of the Released Parties, arising out Parties with respect to any amounts paid by the Principal Stockholder or either of or relating the FP Funds pursuant to this Agreement, the Credit Merger Agreement or otherwise. The Principal Stockholder and the other Loan Documents which FP Funds agree that in no event will any of the Released Parties have any Liability whatsoever to the Principal Stockholder or either of the FP Funds for any inaccuracies, breaches, non-fulfillment or non-performance of the representations, warranties, covenants, obligations or agreements of the Company under the Merger Agreement, and that the Principal Stockholder and the FP Funds shall not seek to recover any amounts in connection therewith or thereunder from the Released Parties. In executing this Agreement, each Releasing Parties ever had or now have against any Released PartyParty acknowledges that it has been informed that the Company Entities may from time to time enter into agreements for additional types of financing, including, without limitation, recapitalizations, mergers and initial public offerings of capital stock of any presently existing claim of the Company Entities, and also may pursue acquisitions or defense whether enter into agreements for the sale of any of the Company Entities or not presently suspectedall or a portion of any of the Company Entities’ assets, contemplated which may result in or anticipatedreflect an increase in equity value or enterprise value, and that any and all claims arising from or relating to such transactions or such increases in equity value or enterprise value (without limitation) are encompassed within the scope of the release under this Section 3(a).

Release. By execution Each of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party Parties (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfitself and its Affiliates) for itself and for its successors in title and assignees and for its past, its managerspresent and future employees, membersagents, representatives (other than legal representatives), officers, directors, officersshareholders, employeesand trustees (each, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors a “Releasing Party” and assigns and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge remised, released and discharged, the Lender, its Affiliates the Lender’s successors-in-title, legal representatives and its assignees, past, present and their respective managersfuture officers, directors, partners, general partners, limited partners, managing directors, members, officersaffiliates, employeeshareholders, Affiliatestrustees, agents, representativesemployees, consultants, principals, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Lender or its successors-in-title, assignslegal representatives and assignees, accountants past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesReleasees”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise (including, vested without limitation, any claims relating to (i) the making or contingent, that any administration of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released PartyLoans, including, without limitation, any presently existing such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories, (ii) any covenants, agreements, duties or defense obligations set forth in the Loan Documents, (iii) increased financing costs, interest or other carrying costs, (iv) penalties, (v) lost profits or loss of business opportunity, (vi) legal, accounting and other administrative or professional fees and expenses and incidental, consequential and punitive damages payable to third parties, (vii) damages to business reputation, or (viii) any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Loan Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or anticipatedoral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”). Each of the Releasing Parties further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 7. Each of the Credit Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Borrowers or any other Credit Party pursuant to this Section 7. If any Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Borrowers and other Credit Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. For the avoidance of doubt, this provisions of this Section 7 shall survive the occurrence of a Termination Event.

Release. By execution The matters set forth in this Amendment have been agreed to by the Administrative Agent and the Lenders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the Administrative Agent and the Lenders will be specifically relying on the following provisions as a material inducement in entering into this AgreementAmendment, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementfor other good and valuable consideration, the Credit Agreement or receipt and sufficiency of which is hereby acknowledged, the other Loan Documents against any Released Party Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (as defined belowcollectively, the “Releasors”), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documenthereby completely, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocablyirrevocably releases and forever discharges each of the Administrative Agent and each Lender and each of their respective agents, with specific and express intentpartners, for and on behalf of itselfservants, its managers, membersemployees, directors, officers, employeesattorneys, stockholdersaccountants, Affiliatesconsultants, agentsadvisors, professionals, principals, trustees, representatives, accountantsreceivers, attorneystrustees, affiliates, subsidiaries and shareholders, each affiliate of the foregoing and all of their respective predecessors, successors and assigns and their respective Affiliates (collectively, the “Releasing PartiesReleasees”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all claims, actions, suits, damages, losses, obligations, remedies, causes of action, damages, claims, obligations, and other liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing so-called “lender liability” claims or defenses (collectively, “Claims”), whether arising in contract or in tort and whether at law or in equity, whether known or unknown, suspected or claimed, matured or contingent, liquidated or unliquidated, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever that shall have occurred on or prior to the date of this Amendment, in any way concerning, relating to, or arising from (a) the Credit Agreement, the other Loan Documents, or any other agreements, documents, or instruments executed and delivered in connection therewith, or any of the obligations thereunder, (b) the financial condition, business operations, business plans, prospects or creditworthiness of the Company and its Subsidiaries, and/or (c) the negotiation, documentation and execution of this Amendment and any documents relating hereto. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (w) of any new or additional claim against any Releasee, (x) of any new or additional facts in any way relating to the subject matter of this release, (y) that any fact relied upon by it was incorrect or (z) that any representation made by any Releasee 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 herein, 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 commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims released hereby. Notwithstanding the foregoing, in no event shall the foregoing be interpreted, construed or otherwise deemed as an admission or suggestion by the Administrative Agent or any Lender of any wrongdoing or liability owed to the Company or any other Person. The Company, on behalf of itself and the other Releasors, understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense whether and may be used as a basis for an injunction against any action, suit or not presently suspectedother proceeding which may be instituted, contemplated prosecuted or anticipatedattempted in breach of the provisions of such release. The Company, on behalf of itself and the other Releasors, hereby acknowledges that they collectively have been advised by legal counsel of the meaning and consequences of this release.

Release. By execution of this Agreementa. In consideration of, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementamong other things, the Credit Agreement or consents and amendments provided for herein, and for other good and valuable consideration, as of the date hereof, the Ultimate Parent, Parent and each other Loan Documents against any Released Party Borrower (as defined belowon behalf of themselves and their respective Subsidiaries and Affiliates), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documenttheir successors-in-title, legal representatives and assignees and, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the above, for their past, present and on behalf of itself, its managersfuture employees, members, directorsmanagers, officers, employees, stockholders, Affiliatespartners, agents, representatives, accountantsofficers, attorneysdirectors, successors shareholders and assigns trustees (all collectively, with Ultimate Parent, Parent and their respective Affiliates (collectivelyeach other Borrower, the “Releasing Parties”), do hereby fully unconditionally and completely forever remise, satisfy, acquit, release and forever discharge Lender, its Affiliates the Administrative Agent and its Lenders and any of their respective managerssuccessors-in-title, memberslegal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesshareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys (collectively, the “Indemnified Persons”) other professionals and any all other Person or insurer which may be responsible or liable for the acts or omissions of persons and entities to whom any of the Indemnified Persons, or who may Administrative Agent and Lenders would be liable for the injury if such persons or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from entities were found in any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that way to be liable to any of the Releasing Parties has against (collectively hereinafter the “Lender Parties”), from any and all manner of the Released Partiesaction and actions, arising out cause and causes of action, claims, cross-claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, liabilities, damages, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or relating to this Agreementany other compensation, the Credit Agreement and the other Loan Documents which Releasing Parties ever had recovery or now have against relief on account of any Released Partyliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, any presently existing claim those arising under 11 U.S.C. §§ 541-550 and interest or defense other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not presently suspecteddue, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued against any or all of the Lender Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Consent, the Loan Agreement or any other Financing Agreement and the transactions contemplated hereby and thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or anticipatedoral) related to any of the foregoing. Borrower, Parent and Ultimate Parent acknowledge that Administrative Agent is specifically relying upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a material inducement to Administrative Agent in entering into this Consent.

Release. By execution On behalf of this Agreementmyself and my successors, Borrowers acknowledge assigns, legatees, heirs, and confirm that Borrowers do not have personal representatives, I release and forever discharge defendants Provide Commerce, Inc. and Regent Group, Inc., and each of their respective direct or indirect parents, wholly or majority owned subsidiaries, affiliated and related entities, predecessors, successors and assigns, partners, privities, and any actionsof their present and former directors, officers, employees, shareholders, agents, representatives, attorneys, accountants, insurers, and all persons acting by, through, under or in concert with them, or any of them, from all manner of action, causes of action, damagesclaims, claimsdemands, rights, suits, obligations, debts, contracts, agreements, promises, liabilities, damages, charges, penalties, losses, costs, expenses and/or demands expenses, and attorneys’ fees, of any kind nature whatsoever, at known or unknown, in law or in equity, matured fixed or unmaturedcontingent, vested which I have or contingent may have arising out of or relating to this Agreementany of the acts, omissions or other conduct that have or could have been alleged or otherwise referred to in the Credit Agreement Action including, but not limited to, (i) the marketing, advertising, enrollment, registration, disclosure of membership billing terms, handling of personal or financial information, or sharing of contact and payment information as they relate to the other Loan Documents against Membership Programs, (ii) the past or continued billing, debiting, or charging of fees associated with the Membership Programs, (iii) the adequacy or inadequacy of any Released Party notification of enrollment or copy of authorization to debit accounts for any fees associated with any of the Membership Programs (as defined belowor any alleged failure to provide a copy of such authorization), whether asserted (iv) the billing cycle, time period, or unassertedfrequency of the charges for the Membership Programs, and (v) any and all claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, violations of the California Consumers Legal Remedies Act, unjust enrichment, violations of the Electronic Funds Transfer Act, invasion of privacy – intrusion into private matters, negligence, or violations of California’s Unfair Competition Law (the “Released Claims”). Notwithstanding any other provision of any Loan Document, With respect to the extent that such actions, causes of action, damages, released claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors myself and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, my successors, assigns, accountants legatees, heirs, and attorneys (collectivelypersonal representatives, I expressly waive and relinquish, to the fullest extent permitted by law, the “Indemnified Persons”) provisions, rights and benefits of Section 1542 of the California Civil Code, or any other Person similar provision under federal or insurer state law, which may be responsible provides: “A general release does not extend to claims which the creditor does not know or liable for suspect to exist in his or her favor at the acts time of executing the release, which if known by him or omissions of any of the Indemnified Persons, her must have materially affected his or who may be liable for the injury or damage resulting therefrom (collectively, her settlement with the Indemnified Persons, the “Released Partiesdebtor.”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution (a) As of this Agreementthe Closing, Borrowers Sellers, in their individual capacity and on behalf of their respective Affiliates, and to the extent Sellers have the authority, any Related Person of any of the foregoing and all Persons claiming by, through, for or under Sellers on behalf of Sellers, hereby irrevocably and unconditionally release, settle, cancel, discharge and acknowledge to be fully and confirm that Borrowers do not have finally satisfied any and all claims, demands, rights, actions, causes of action, debts, accounts, covenants, contracts, agreements, promises, damages, claims, obligations, liabilities, costs, expenses and/or demands reimbursements, compensation, liabilities and expenses, including attorney’s fees, of any kind and every kind, nature or description whatsoever, known or unknown, at law or in equity, matured equity (including with respect to the allocation among Sellers of the proportionate amount of consideration received pursuant to the Contemplated Transactions) other than those that Sellers may have against Buyer arising under this Agreement or unmatured, vested or contingent arising out any other Transaction Document (subject to the terms of or relating to this Agreement) (collectively, the Credit Agreement or the other Loan Documents against any Released Party (as defined below“Sellers Claims and Losses”), whether asserted which Sellers or unasserted. Notwithstanding any of their respective Related Parties, or any other provision of any Loan DocumentPerson claiming by, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough, for and or under Sellers on behalf of itselfSellers, may have had or may now have or assert against (i) Buyer and its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”ii) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified PersonsAcquired Companies (collectively with Buyer and its Affiliates, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Buyer Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands which are on account of any kind whatsoevermatter whatsoever attributed to the period, or arising during the period, from the beginning of time through and including and ending at law or the Closing (all Sellers Claims and Losses released in equity, matured or unmatured, vested or contingent, that any of this Section 6.14 being referred to as the Releasing Parties has against any of the “Sellers Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedClaims”).

Release. By execution of this Agreement(a) Executive acknowledges, Borrowers acknowledge understands and confirm agrees that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands (i) he has no knowledge (actual or otherwise) of any kind whatsoevercomplaint, at law claim or in equityaction that he may have against Employer and its owners, matured or unmaturedstockholders, vested or contingent arising out of or relating to this Agreementpredecessors, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)successors, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, membersassigns, directors, officers, employees, stockholdersdivisions, Affiliatessubsidiaries, agentsaffiliates (and directors, representativesofficers and employees of such companies, accountantsdivisions, attorneyssubsidiaries and affiliates) and all persons acting by, successors and assigns and their respective Affiliates through, under or in concert with any of them (collectively, the “Releasing PartiesReleasees”), or any of them; (ii) Executive hereby fully irrevocably and completely release unconditionally waives, releases, settles (gives up), acquits and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, discharges the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, damagessuits, claimsrights, obligations, liabilitiesdemands, costs, losses, debts and expenses (including attorneys’ fees and demands costs actually incurred) of any kind nature whatsoever, at law known or in equityunknown, matured suspected or unmaturedunsuspected, vested including, but not limited to, any claims for salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys’ fees, any claims which he may have under any contract or contingentpolicy (whether such contract or policy is written or oral, that any of the Releasing Parties has against any of the Released Partiesexpress or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or relating implied), any tort, any legal restrictions on Employer’s right to this Agreementterminate employees, the Credit Agreement and the any claims which he may have based upon any Federal, state or other Loan Documents which Releasing Parties ever had governmental statute, regulation or now have against any Released Partyordinance, including, without limitation, Title VII of the Civil Rights Act of 1967, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the American with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act, as amended (“OWBPA”), the Worker Adjustment Retraining and Notification Act, as amended (“WARN”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Family and Medical Leave Act of 1993, as amended (“FMLA”), the New York State Human Rights Law, as amended, the New York Labor Act, as amended, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, and the New York Equal Rights Law, as amended, the Xxxxxxxx-Xxxxx Act of 2002, as amended (“SOX”), and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that Executive now has, or has ever had, or ever shall have, against each or any presently of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing claim or defense whether occurring up through the date of Executive’s execution hereof that, in each case, directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer (any of the foregoing being a “Claim” or, collectively, the “Claims”); and (iii) Executive will not presently suspectednow, contemplated or anticipatedin the future, accept any recovery (including monetary damages or any form of personal relief) in any forum, nor will he pursue or institute any Claim against any of the Releasees, except that Executive shall be free to accept any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934.

Release. By execution (a) On the date hereof, in consideration of this Agreementthe foregoing amendments, Borrowers acknowledge limited waivers and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementforbearance, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Parties signatory hereto, whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentand, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the Borrower or any Guarantor, for its past, present and on behalf of itselffuture successors in title, its managersrepresentatives, membersassignees, directorsagents, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors directors and assigns and their respective Affiliates shareholders (collectively, the “Releasing Parties”), does hereby and shall be deemed to have unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and completely release adequately informed as to the relevant facts, circumstances and consequences, forever discharge Lenderremised, its Affiliates released and its discharged each of the Secured Parties, and their respective managersAffiliates, membersand any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesshareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys other professionals and all other persons and entities to whom any Secured Party or any of its Affiliates would be liable if such persons or entities were found to be liable to the Borrower or any other Loan Party, or any of them (collectively, collectively hereinafter the “Indemnified PersonsParties”), from (and further agrees not to allege, claim or pursue) any and all manner of action and actions, cause and causes of action, claims (including, without limitation, cross-claims, counterclaims and rights of setoff and recoupment), charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other Person compensation, recovery or insurer relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may be responsible heretofore accrue against any of the Indemnified Parties, whether held in a personal or liable for representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the acts date hereof in any way, directly or omissions indirectly arising out of, connected with or relating to this Agreement or the Loan Documents, and the transactions contemplated hereby and thereby, including any actual or alleged performance or non-performance of any of the Indemnified PersonsParties) and all other agreements, certificates, instruments and other documents and statements (whether written or who may be liable for oral) related to any of the injury or damage resulting therefrom foregoing (any of the foregoing, a “Claim” and collectively, with the Indemnified Persons, the “Released PartiesClaims”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any . Each of the Releasing Parties has against hereby expressly acknowledges and agrees that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims, and that with respect to the Claims, on the date hereof, it waives, to the fullest extent permitted by applicable law, any and all provisions, rights and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown claims pursuant to this Section 7. Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Indemnified Party that, from and after the date hereof, it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Indemnified Party on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 7. In entering into this Agreement, from and after the date hereof, each Loan Party expressly disclaims any reliance on any representations, acts or omissions by any of the Released PartiesIndemnified Parties and hereby agrees and acknowledges that the validity and effectiveness of this Section 7 do not depend in any way on any such representation, arising out acts and/or omissions or the accuracy, completeness or validity thereof. Notwithstanding anything to the contrary, the provisions of this paragraph, including the foregoing release. covenant and waivers set forth herein, shall survive and remain in full force and effect regardless of the extension of any performance or relating to this Agreementnon-performance under, or termination of, the Credit Agreement, this Agreement and the or any other Loan Documents which Releasing Parties ever had Document or now have against any Released Party, including, without limitation, any presently existing claim provisions hereof or defense whether or not presently suspected, contemplated or anticipatedthereof.

Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating Effective (a) with respect to this Agreement, the Credit Agreement or the other Loan Documents against any Initial Released Party Claims (as defined below), upon the Closing (and irrespective of whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentthe Innoviva Closing occurs), and (b) with respect to the extent Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided that such actionsthe Innoviva Closing occurs within three (3) business days of the Closing), causes of actioneach Party, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, itself and each of its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors affiliates and assigns and their respective Affiliates subsidiaries (collectively, the “Releasing Parties”), hereby fully and completely release unconditionally and forever discharge Lenderreleases, its Affiliates waives and discharges all claims, actions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims, whether known or Unknown Claims, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, whether direct, indirect, derivative, or otherwise, and whether arising in law, equity or otherwise (collectively, “Causes of Action”) that could have been, or may be, asserted by or on behalf of such Releasing Party against any other Party and its affiliates or subsidiaries and their the respective current and former officers, managers, affiliates, subsidiaries, partners, directors, employees, agents, members, officersshareholders, employeesecurities holders, Affiliatesnote holders, agentsadvisors and professionals (including any attorneys, representativesaccountants, successorsconsultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, accountants and attorneys each solely in its capacity as such (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of to the extent based on any act, omission, transaction, event, occurrence or facts or circumstances taking place, being omitted, existing or otherwise arising (i) prior to the Closing (the “Initial Released Claims”), or (ii) prior to the Innoviva Closing (the “Subsequent Released Claims”), and, in each case (i) and from any and all actions(ii), causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreementthe Strategic Alliance Agreement ((i) and (ii) collectively, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any “Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedClaims”).

Release. By execution Each Purchaser, on behalf of itself, its predecessors, successors, direct and indirect subsidiary companies, if any, insurers, affiliates and assigns, and its and their respective past, present and future officers, directors, shareholders, interest holders, members, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with any Purchaser, hereby releases and forever discharges Seller and each of its respective predecessors, successors, direct and indirect subsidiary companies, if any, insurers, affiliates and assigns and its and their respective past, present and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with Seller, from all known or unknown and suspected or unsuspected claims, charges, complaints, grievances, lawsuits, liens, obligations, debts, promises, agreements (other than this Agreement), Borrowers acknowledge and confirm that Borrowers do not have any controversies, damages, actions, causes of action, damagessuits, rights, demands, costs, losses, penalties, fees and direct, indirect, punitive, consequential, incidental and all other types of damages or liabilities of any nature whatsoever, both at Law and in equity, and regardless of whether arising under local, state, federal Law, rule or regulation arising in connection with the cancellation, termination, revocation, recall, or recapture of, or any claim arising by or with respect to DOLA, in connection with the XXXX Xxxxx or the XXXX Xxxxx Amount, which any Purchaser now has, has ever had, or may later have against Seller or any of the persons or entities released hereby, whether or not apparent or yet to be discovered, or which may hereafter develop, on account of or arising out of the performance by Seller of its obligations under this Agreement; provided, however, that the release described in this Section 8.5 shall not apply where the claims, charges, complaints, grievances, lawsuits, liens, obligations, liabilitiesdebts, costspromises, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to agreements (other than this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentcontroversies, to the extent that such damages, actions, causes of action, damagessuits, claimsrights, obligations, liabilitiesdemands, costs, expenses and/or demands may existlosses, Borrowers voluntarilypenalties, knowinglyfees and direct, unconditionally and irrevocablyindirect, with specific and express intentpunitive, for and on behalf consequential, incidental or other types of itselfdamages or liabilities are caused by the gross negligence, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person intentional misconduct or insurer which may be responsible or liable for the acts or omissions fraud of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedSeller.

Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employeeemployees, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and Agreement, the other Loan Documents Documents, or any Transaction, which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated.

Release. By execution (a) Subject to Section 7.8 and excluding, in all instances, any claims relating to or arising out of this Agreement, Borrowers acknowledge the Ancillary Documents and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or the transactions contemplated thereby (in equity, matured or unmatured, vested or contingent arising out of or relating all cases to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined extent expressly provided in ARTICLE X below), whether asserted or unasserted. Notwithstanding any other provision effective as of any Loan Documentthe Closing, (i) each Designated Stockholder, solely in its capacity as an equityholder of the Company and solely as it relates to the extent that such actionsmatters arising in connection therewith, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfitself and its successors, its managersassigns, membersheirs, directorsbeneficiaries, officerscreditors, employeesAgents, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors trustees and assigns and their respective Affiliates (collectivelythe “Stockholder Releasing Parties”), and (ii) each of the 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 fully, finally and completely release irrevocably releases, acquits and forever discharge Lenderdischarges (x) in the case of the Stockholder Releasing Parties, the Purchaser, the Company and each of its Subsidiaries and Special Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, each such Person’s successors, assigns, accountants Affiliates and attorneys Agents (collectively, the “Indemnified PersonsCompany 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 any other Person employee of the Company or insurer which may be responsible or liable for the acts or omissions of any of its Subsidiaries), each Designated Stockholder (solely as it relates to such Designated Stockholder’s capacity as an equityholder of the Indemnified PersonsCompany), each other officer, director and manager of the Company or who may be liable for 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 (the injury or damage resulting therefrom (“Stockholder Released Parties,” collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, claimsdemands, obligationsand compensation of every kind and nature whatsoever, liabilitiespast, costspresent or future, expenses and demands of any kind whatsoeverwhether known or unknown, contingent or otherwise, suspected or unsuspected, at law or in equity, matured which the Stockholder Releasing Parties, or unmaturedany of them, vested on the one hand, and which the Company Releasing Parties, or contingentany of them, that on the other hand, had, has or may have had at any time in the past until and including the Closing Date, against the Company Released Parties, or any of them (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 Releasing Parties has against current or former directors, officers or employees of the Company or any of its Subsidiaries from any Liability such Persons may have to the Released PartiesCompany or any Subsidiary as a result of such Person’s deliberate fraud, arising out 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 relating similar amounts owed to this Agreement, any employee of the Credit Agreement and Company or any of its Subsidiaries through the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedClosing Date.

Release. By execution As of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementthe Agreement Effective Date, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Signatory Investor, whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itselfitself and its respective successors and assigns, its managersaffiliates, members, directors, managers, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors agents and assigns and their respective Affiliates representatives (collectively, the “Releasing Parties”)) shall, and hereby fully and completely release does, (i) release, acquit, waive and forever discharge Lendereach other party that is, its Affiliates or becomes, an Investor, from the time such Investor becomes party to an effective and its binding PSA and Commitment Agreement, and such Investor’s affiliates and their respective managers, memberscurrent and former principals, officers, employeedirectors, Affiliatesmanagers, employees, agents, representativesattorneys, successors, assigns, accountants indemnitees and attorneys representatives of any kind (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of from and from against (A) any and all liability from all claims, judgments, demands, liens, actions, administrative proceedings and causes of actionaction of every kind and nature, whether derivative or otherwise, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, cause, event or other matter whatsoever occurring at any time on or prior to the date hereof, arising out of, relating to or in any way connected with the Debtors, the Judicial Reorganization or the negotiation or consummation of the Restructuring, the PSA, the Agreed Plan, the Commitment Agreement and the various transactions contemplated hereby and thereby (collectively, “Adverse Claims”) and (B) all damages, claimsinjuries, contributions, indemnities, compensation, obligations, liabilities, costs, attorney’s fees and expenses of every kind and demands of any kind nature whatsoever, at whether known or unknown, fixed or contingent, in law or in equity, matured sounding in tort or unmaturedin contract and whether or not asserted (collectively, vested or contingent, that any of the Releasing Parties has against any of the Released Parties“Damages”), arising out of or in connection with or otherwise relating to this Agreementsuch Adverse Claims, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspectedrelating to liabilities, contemplated Adverse Claims or anticipated.Damages pending on, or asserted after, the date hereof and

Release. By execution (a) Each of this Agreement, Borrowers acknowledge the Loan Parties (on behalf of itself and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or its Affiliates) for itself and for its successors in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Documenttitle and assignees and, to the extent that such actionsthe same is claimed by right of, causes through or under any of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthe Loan Parties, for its past, present and on behalf of itselffuture employees, its managersagents, membersrepresentatives (other than legal representatives), officers, directors, officersshareholders, employeesand trustees (each, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors a “Releasing Party” and assigns and their respective Affiliates (collectively, the “Releasing Parties”), does hereby fully and completely remise, release and discharge, and shall be deemed to have forever discharge Lenderremised, its Affiliates released and its discharged, the Administrative Agent, Collateral Agent and each of the Lenders in their respective managerscapacities as such under the Loan Documents, membersand the Administrative Agent’s, Collateral Agent’s and each Xxxxxx’s respective successors-in- title, legal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesaffiliates, shareholders, trustees, agents, representativesemployees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Administrative Agent, Collateral Agent and each of the Lenders or any of their respective successors-in-title, assignslegal representatives and assignees, accountants past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released PartiesReleasees”), of and from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, claimsjudgments, obligationsexpenses, liabilitiesexecutions, liens, claims of liens, claims of costs, expenses and demands penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any kind whatsoeverliability, at law obligation, demand or cause of action of whatever nature, whether in equitylaw, matured equity or unmaturedotherwise, vested whether known or unknown, fixed or contingent, that any of the Releasing Parties has against any of the Released Partiesjoint and/or several, arising out of secured or relating to this Agreementunsecured, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether due or not presently suspecteddue, contemplated primary or anticipated.secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or

Release. By execution The Borrowers and each of this Agreement, Borrowers acknowledge the Guarantors hereby acknowledges and confirm confirms that Borrowers do (i) it does not have any actionsgrounds, causes of actionand hereby agrees not to challenge (or to allege or to pursue any matter, damagescause or claim arising under or with respect to), claims, obligations, liabilities, costs, expenses and/or demands in any case based upon acts or omissions of any kind whatsoever, at law of the Agents or in equity, matured Lenders occurring prior to the date hereof or unmatured, vested or contingent arising out facts otherwise known to it as of or relating to this Agreementthe date hereof, the Credit effectiveness, genuineness, validity, collectibility or enforceability of the Loan Agreement or any of the other Loan Documents against Documents, the Obligations, the Liens securing such Obligations, or any Released Party (as defined below), whether asserted of the terms or unasserted. Notwithstanding any other provision conditions of any Loan Document, to the extent Document (it being understood that such actionsacknowledgement and confirmation does not preclude the Borrowers or the Guarantors from challenging the Agents' or any Bank's interpretation of any term or provision of the Loan Agreement or other Loan Document) and (ii) it does not possess (and hereby forever waives, causes of actionremises, damagesreleases, claimsdischarges and holds harmless the Agents, obligationsthe Lenders, liabilitiesand their respective affiliates, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, membersstockholders, directors, officers, employees, stockholdersattorneys, Affiliatesagents and representatives and each of their respective heirs, agentsexecutors, representatives, accountants, attorneysadministrators, successors and assigns and their respective Affiliates (collectively, the “Releasing "Indemnified Parties”)") from and against, hereby fully and completely release and forever discharge Lenderagrees not to allege or pursue) any action, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes cause of action, damagessuit, claimsdebt, obligationsclaim, liabilitiescounterclaim, costscross-claim, expenses demand, defense, offset, opposition, demand and demands other right of any kind action whatsoever, at law whether in law, equity or in equityotherwise (which it, matured all those claiming by, through or unmaturedunder it, vested or contingentits successors or assigns, that have or may have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the Releasing Parties has against date hereof and relating to the Loan Agreement or any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or now have against any Released Party, (including, without limitation, with respect to the payment, performance, validity or enforceability of the Obligations, the Liens securing the Obligations or any presently existing claim or defense whether all of the terms or not presently suspectedconditions of any Loan Document) or any transaction relating thereto; provided, contemplated however, that no Borrower nor Guarantor hereby releases or anticipatedholds harmless any Indemnified Party for actions or omissions by any such Indemnified Party constituting, or losses or expenses directly resulting from, the gross negligence or willful misconduct of such Indemnified Party as determined by a final judgment of a court of competent jurisdiction.

Release. By execution of In exchange for the payments and other consideration under this Agreement, Borrowers acknowledge to which you would not otherwise be entitled, and confirm that Borrowers do not have except as otherwise set forth in this Agreement, you, on behalf of yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the “Company Parties”) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, damages, claims, obligations, liabilitiessuits, costs, expenses and/or demands of any kind whatsoeverexpenses, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of actionattorneys’ fees, damages, claimsindemnities, obligationsdebts, liabilitiesjudgments, costslevies, expenses and/or demands may existexecutions and obligations of every kind and nature, Borrowers voluntarilyin law, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Personsequity, or who may be liable for the injury or damage resulting therefrom (collectivelyotherwise, with the Indemnified Personsboth known and unknown, the “Released Parties”)suspected and unsuspected, of disclosed and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Partiesundisclosed, arising out of or relating in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Credit Agreement and Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other Loan Documents which Releasing Parties ever had ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or now have against any Released Partyother form of compensation; claims pursuant to any federal, includingstate or local law, without limitationstatute, any presently existing claim or defense whether cause of action; tort law; or not presently suspectedcontract law (individually a Xxxxxxxx Xxxxxx July 7, contemplated or anticipated.2021 Page 4 of 9

Release. By execution (a) On the date hereof, in consideration of this Agreementthe foregoing amendments, Borrowers acknowledge limited waivers and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreementforbearance, the Credit Agreement or the other Loan Documents against any Released Party (as defined below)Note Parties signatory hereto, whether asserted or unasserted. Notwithstanding any other provision of any Loan Documentand, to the extent that such actionsthe same is claimed by right of, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intentthrough or under the Issuer or any Guarantor, for its past, present and on behalf of itselffuture successors in title, its managersrepresentatives, membersassignees, directorsagents, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors directors and assigns and their respective Affiliates shareholders (collectively, the “Releasing Parties”), does hereby and shall be deemed to have unconditionally, freely, voluntarily and, after consultation with counsel and becoming fully and completely release adequately informed as to the relevant facts, circumstances and consequences, forever discharge Lenderremised, its Affiliates released and its discharged each of the Secured Parties, and their respective managersAffiliates, membersand any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, employeedirectors, Affiliatesshareholders, trustees, agents, representativesemployees, successorsconsultants, assignsexperts, accountants advisors, attorneys and attorneys other professionals and all other persons and entities to whom any Secured Party or any of its Affiliates would be liable if such persons or entities were found to be liable to the Issuer or any other Note Party, or any of them (collectively, collectively hereinafter the “Indemnified PersonsParties”), from (and further agrees not to allege, claim or pursue) any and all manner of action and actions, cause and causes of action, claims (including, without limitation, cross-claims, counterclaims and rights of setoff and recoupment), charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other Person compensation, recovery or insurer relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may be responsible heretofore accrue against any of the Indemnified Parties, whether held in a personal or liable for representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the acts date hereof in any way, directly or omissions indirectly arising out of, connected with or relating to this Agreement or the Note Documents, and the transactions contemplated hereby and thereby, including any actual or alleged performance or non-performance of any of the Indemnified PersonsParties) and all other agreements, certificates, instruments and other documents and statements (whether written or who may be liable for oral) related to any of the injury or damage resulting therefrom foregoing (any of the foregoing, a “Claim” and collectively, with the Indemnified Persons, the “Released PartiesClaims”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any . Each of the Releasing Parties has against hereby expressly acknowledges and agrees that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims, and that with respect to the Claims, on the date hereof, it waives, to the fullest extent permitted by applicable law, any and all provisions, rights and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown claims pursuant to this Section 7. Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Indemnified Party that, from and after the date hereof, it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Indemnified Party on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 7. In entering into this Agreement, from and after the date hereof, each Note Party expressly disclaims any reliance on any representations, acts or omissions by any of the Released PartiesIndemnified Parties and hereby agrees and acknowledges that the validity and effectiveness of this Section 7 do not depend in any way on any such representation, arising out acts and/or omissions or the accuracy, completeness or validity thereof. Notwithstanding anything to the contrary, the provisions of this paragraph, including the foregoing release, covenant and waivers set forth herein, shall survive and remain in full force and effect regardless of the extension of any performance or relating to this Agreementnon-performance under, or termination of, the Credit Agreement, this Agreement and the or any other Loan Documents which Releasing Parties ever had Note Document or now have against any Released Party, including, without limitation, any presently existing claim provisions hereof or defense whether or not presently suspected, contemplated or anticipatedthereof.

Release. By execution Each of this Agreementthe Borrower and the Guarantors hereby acknowledge effective upon entry of the Final Order, Borrowers acknowledge and confirm subject to the terms thereof, that Borrowers do not the Borrower, the Guarantors and any of their Subsidiaries have any actionsno defense, causes of actioncounterclaim, damagesoffset, claimsrecoupment, obligations, liabilities, costs, expenses and/or demands claim or demand of any kind whatsoever, at law or in equity, matured nature whatsoever that can be asserted to reduce or unmatured, vested or contingent arising out eliminate all of or relating to this Agreementany part of the Borrower’s, the Credit Guarantors’ or their respective Subsidiaries’ liability to repay the Administrative Agent or any Lender as provided in this Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted to seek affirmative relief or unasserted. Notwithstanding any other provision damages of any Loan Documentkind or nature from the Administrative Agent or any Lender. Upon entry of the Final Order, to the extent that such actionsBorrower and the Guarantors, causes each in their own right and on behalf of actiontheir bankruptcy estates, damagesand on behalf of all their successors, claimsassigns, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally Subsidiaries and irrevocably, with specific any Affiliates and express intent, any Person acting for and on behalf of itselfof, its managersor claiming through them, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully fully, finally and completely forever release and forever discharge Lender, its Affiliates the Administrative Agent and its Lenders and their respective managers, members, all of Administrative Agent’s and Lenders’ officers, employeedirectors, Affiliatesservants, agents, representatives, successorsattorneys, assigns, accountants heirs, parents, subsidiaries, and attorneys each Person acting for or on behalf of any of them, each solely in their capacity as such (collectively, the “Indemnified PersonsReleased DIP Parties”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damagesdemands, suits, claims, obligationsliabilities, liabilitiesLiens, lawsuits, adverse consequences, amounts paid in settlement, costs, expenses damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and demands other obligations of any kind or nature whatsoever, in each case, existing at law or in equity, matured or unmatured, vested or contingent, that any the time of entry of the Releasing Parties has against any Final Order, whether in law, equity or otherwise (including, without limitation, those arising under sections 541 through 550 of the Released PartiesBankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), directly or indirectly arising out of of, connected with or relating to this Agreement, the Credit Agreement Interim Order, the Final Order and the transactions contemplated hereby, and all other Loan Documents which Releasing Parties ever had agreements, certificates, instruments and other documents and statements (whether written or now have against oral) related to any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedof the foregoing.

Release. By execution The Credit Parties hereby acknowledge effective upon entry of this Agreementthe Final Order (or, Borrowers acknowledge with respect to the Canadian Borrowing Base Guarantors only, the Final DIP Recognition Order) and confirm to the extent permitted by the Financing Orders, that Borrowers do not Credit Parties have any actionsno defense, causes of actioncounterclaim, damagesoffset, claimsrecoupment, obligationscross-complaint, liabilities, costs, expenses and/or demands claim or demand of any kind whatsoever, at law or in equity, matured nature whatsoever that can be asserted to reduce or unmatured, vested or contingent arising out eliminate all of or relating to this Agreement, any part of the Credit Parties’ liability to repay Agent or any Lender as provided in this Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted to seek affirmative relief or unasserted. Notwithstanding any other provision damages of any Loan Documentkind or nature from Agent or any Lender. The Credit Parties, to the extent that such actionsin their own right, causes on behalf of actioneach of their bankruptcy estates and on behalf of all their successors, damagesassigns, claimsSubsidiaries, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally Guarantors and irrevocably, with specific any Affiliates and express intent, any Person acting for and on behalf of itselfof, its managersor claiming through them, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully fully, finally and completely forever release and forever discharge LenderAgent, its Affiliates Lenders, Prior Agent and its Prior Lenders and their respective managersall of Agent’s, membersLenders’, Prior Agent’s and Prior Lenders’ past and present officers, employee, Affiliatesdirectors, agents, representatives, successorsattorneys, assigns, accountants heirs, parents, subsidiaries, and attorneys (collectively, the “Indemnified Persons”) and any other Person each person acting for or insurer which may be responsible or liable for the acts or omissions on behalf of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom them (collectively, with the Indemnified Persons, the “Released Parties”), ) of and from any and all past and present actions, causes of action, damagesdemands, suits, claims, obligationsliabilities, liabilitiesLiens, lawsuits, adverse consequences, amounts paid in settlement, costs, expenses damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and demands other obligations of any kind or nature whatsoever, at law whether in law, equity or in equityotherwise (including, matured without limitation, those arising under Sections 541 through 550 of the Bankruptcy Code and interest or unmaturedother carrying costs, vested penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, that any of the Releasing Parties has direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of of, connected with or relating to this Agreement, the Credit Agreement Financing Orders and the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing; provided that nothing herein shall be deemed to be a release of any Secured Party from its obligations under the Loan Documents which Releasing Parties ever had Documents, provided further, that nothing contained herein shall be deemed to limit or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipatedmodify the rights granted to third parties under the Financing Orders.