Common use of Release Clause in Contracts

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, any Loan Party or any of its their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the . (b) Each Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Party 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are Borrower hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises remises, acquits and forever discharges Collateral Agent Lender and each Lenderany co-lender or loan participant, and its together with their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and its present and former shareholdersrelated corporate divisions (all of the foregoing the "Released Parties"), affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders from any and all such other persons being hereinafter referred to collectively as the “Releasees” actions and individually as a “Releasee”), of and from all demands, actions, causes of action, judgments, executions, suits, covenantsliens, contractsdebts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights demands, liabilities, obligations, damages and expenses of set-offany and every character (collectively, demands and liabilities whatsoever of every name and nature"Claims"), known or unknown, suspected direct or unsuspectedindirect, both at law and or in equity, which Borrowerof whatsoever kind or nature, whether heretofore or hereafter accruing, 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 Effective Date, and in any way directly or indirectly arising out of or in any way connected to this Amendment or the other Loan Documents, or any of its successors, assignsthe transactions associated therewith, or other legal representatives the Property, including specifically but not limited to claims of usury, lack of consideration, fraudulent transfer and lender liability, that it now has or may now or hereafter own, hold, have or claim to have against the Releasees any Released Party, and hereby agrees to indemnify and hold harmless Lender and each other Released Party for all Claims that any Person may bring against any such Released Party that arise under or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan AgreementAgreement based on facts existing on or before the Effective Date. THE FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsJUDGMENTS, 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 actionEXECUTIONS, suit or other proceeding which may be institutedSUITS, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no factDEBTS, eventCLAIMS, circumstanceDEMANDS, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the finalLIABILITIES, absolute and unconditional nature of the release set forth aboveOBLIGATIONS, DAMAGES AND EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE OR STRICT LIABILITY OF ONE OR MORE OF THE RELEASED PARTIES.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each Loan Party 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Agent, Issuing Bank and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Issuing Bank, each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment 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. . (c) Each of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration The Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the agreements Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under this 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 this 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 Transactions on the date hereof. Accordingly, for and in consideration of the agreements contained herein in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of Borrower (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, absolutelyfinally, unconditionally and irrevocably releases, remises release and forever discharges discharge the Administrative Agent, the Collateral Agent Agent, each Lender and each Lenderof their respective Affiliates, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, attorneys, employeesconsultants and agents (collectively, agents and other representatives (Agent, Lenders the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which Borrower, any Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the day and Transactions on the date of this Amendment, including, without limitation, for or on account hereof directly arising out of, connected with or in relation to, related to this Agreement or in any way other Loan Document (or any other document entered into in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovetherewith).

Release. In consideration By execution of the agreements this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of Collateral Agent and each Lender contained herein and for other good and valuable considerationaction, 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 receipt 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, Borrower voluntarily, knowingly, unconditionally and sufficiency of which are hereby acknowledgedirrevocably, Borrowerwith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, employeessuccessors and assigns and their respective Affiliates (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Releasing Parties”), hereby fully and individually as a completely releases and forever discharges Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “ReleaseeIndemnified 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 demands, actions, causes of action, suitsdamages, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowermatured or unmatured, vested or contingent, that any of its successorsthe Releasing Parties has against any of the Released Parties, assignsarising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentReleased Party, including, without limitation, for any presently existing claim or on account ofdefense whether or not presently suspected, contemplated or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveanticipated.

Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself 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 other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties”), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding 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, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, 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: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act, the anti-retaliation provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever of every name and natureconstitutions, ordinances or public policies, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which Borrowerrequires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or any of its successorslocal laws providing workers’ compensation benefits, assignsrestricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other legal representatives may now federal, state or hereafter ownlocal laws providing recourse for alleged wrongful discharge, holdretaliatory discharge, have negligent hiring, retention, or claim supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to have against the Releasees you or any member of them foryour family, uponwhistleblowing, and similar or related claims. Notwithstanding the foregoing, other than events expressly contemplated by reason of this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any circumstance, action, cause or thing whatsoever Claims which arises at any time on or prior to the day and date of this Amendmentcannot be waived by law, including, without limitation, for any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or on account ofparticipate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany 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 limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other 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 connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveagreement.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower and each Guarantor, on behalf of itself itself/himself and its its/his successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower and/or such Guarantor or any of its its/his successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Guaranty or any of the other Loan Documents or transactions transactions, course of performance or course of dealing thereunder or related thereto. ; provided, however, that nothing herein shall release Lender from its obligations to Borrower understands, acknowledges and agrees that under 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 terms of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Amendment.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerany Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each Loan Party 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration Each of the agreements of Collateral Agent MF/Borrower Related Parties hereby acknowledges and each Lender contained herein confirms on its own behalf and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby fullyagrees not to challenge (or to allege or to pursue any matter, absolutelycause or claim arising under or with respect to), in any case based upon acts or omissions of the Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and irrevocably forever waives, remises, releases, remises discharges and forever discharges Collateral Agent and holds harmless each Lender, Agent and its successors and assignsany other Indemnified Party, and its present and former shareholders, each of their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employeesagents, agents representatives, heirs, executors, administrators, successors and other representatives assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeDesignated Parties”), of from and from all demandsagainst, actionsand agrees not to allege or pursue, causes any action, cause of action, suitssuit, covenantsdebt, contractsliability, controversiesloss, agreementsexpense, promisesclaim, sums counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of moneyaction whatsoever, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether now known or unknown, suspected past or unsuspectedpresent, both at law and asserted or unasserted, contingent or liquidated, whether in equitylaw, equity or otherwise, which Borrower, or any of its successorsthe Releasors ever had, assignsnow have, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them forthe Designated Parties, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan AgreementDocuments, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of all right, title, and interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Releasees from 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 Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, suit or other proceeding which may be instituted(at law, prosecuted in equity, in any regulatory proceeding, or attempted in breach otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such release. Borrower agrees that no factClaim is based on contract, eventtort, circumstancewarranty, evidence mistake, or transaction which could now be asserted any other theory, whether legal, statutory, or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveequitable.

Release. In consideration of the agreements Required Banks' execution of Collateral Agent and each Lender contained herein this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower(x) the Borrower and each Guarantor hereby acknowledges that it has no defense, on behalf counterclaim, offset, cross-complaint, claim, or demand of itself and any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its successorsliability to pay or perform any of the Obligations, assignsor to pay or perform any of its other obligations with respect to any other loans or other extensions of credit or financial accommodations made available to or for its account by any one or more members of the Bank Group, or to seek affirmative relief or damages of any kind or nature from the Bank Group, and other legal representatives, (y) the Borrower and each Guarantor does hereby fully, absolutelyunconditionally, unconditionally and irrevocably releasesforever relieve, remises relinquish, release, waive, discharge, and forever discharges Collateral Agent hold harmless the Bank Group and each Lender, of its members and each of its successors and assigns, and its present members' current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, agents, attorneys, employeessuccessors, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), assigns of and from any and all demandsclaims, debts, actions, causes of action, suitsliabilities, covenantsdemands, contractsobligations, controversiespromises, acts, agreements, promisescosts, sums expenses (including but not limited to reasonable attorneys' fees) and damages of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name kind and nature, whether now known or unknown, suspected or unsuspectedbased upon, both at law and in equityresulting from, which Borrowerarising out of, or any of its successors, assigns, in connection with loans or other legal representatives may now extensions of credit or hereafter own, hold, have financial accommodations made by any one or claim more members of the Bank Group from time to have against time to or for the Releasees account of the Borrower or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentSubsidiary, including, without limitation, for or on account ofany Loans made under, or in relation toand Letters of Credit issued under, the Credit Agreement or in any way connected with or related to any other instrument or document executed or delivered in connection with therewith and/or the Loan Agreement, administration or any of the other Loan Documents collection thereof and/or collateral therefor or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveguaranties thereof.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. , other than to the extent of those Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration As a material part of the agreements of Collateral Agent consideration for the Administrative Agent, the Required Lenders, the Swingline Lender and the Issuing Lender entering into this Amendment, the Borrower and each Lender contained herein and for other good and valuable considerationSubsidiary Guarantor (collectively, the receipt “Releasors”) agree as follows (the “Release Provision”): (a) The Releasors, jointly and sufficiency of which are severally, hereby acknowledgedrelease and forever discharge the Administrative Agent, Borrowerthe Swingline Lender, on behalf of itself the Issuing Lender, each Lender and its the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys and other legal professionals, representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliatesparent corporations, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and hereinafter all such other persons being hereinafter of the above collectively referred to collectively as the “Releasees” and individually as a “ReleaseeLender Group”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defensesdemands, rights damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of set-offaction of any nature whatsoever and whether arising at law or in equity, demands and liabilities whatsoever of every name and naturepresently possessed, whether known or unknown, suspected whether liability be direct or unsuspectedindirect, both at law liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and in equitywhether or not heretofore asserted arising out of, which Borrowerarising under or related to the Loan Documents (collectively, or any of its successorsthe “Claims”), assigns, or other legal representatives that Releasors may now or hereafter own, hold, have or claim allege to have against any or all of the Releasees or Lender Group and that arise from events occurring before the date hereof. (b) The Releasors agree not to ▇▇▇ any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or Lender Group nor in any way assist any other person or entity in connection suing the Lender Group with the Loan Agreement, or respect to any of the other Loan Documents or transactions thereunder or related theretoClaims released herein. Borrower understands, acknowledges and agrees that the release set forth above The Release Provision may be pleaded as a full and complete defense to, and may be used as a the basis for an injunction against against, any action, suit suit, or other proceeding which may be instituted, prosecuted prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Amendment. (e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any Claims released hereby against Lender Group. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions of such release. Borrower agrees shall remain in full force and effect. (g) The Releasors acknowledge that no fact, event, circumstance, evidence or transaction which could now be asserted or which they may hereafter be discovered discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, but the Releasors expressly shall affect have and intend to fully, finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of statutory or decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in any manner such party’s favor at the final, absolute and unconditional nature time of executing the release set forth aboverelease.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall shall, to the fullest extent of the law, affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower and Parent on behalf of itself and its successors, assigns, and other legal representatives, hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrowerany Borrower or Parent, or any of its successors, assigns, or other legal representatives and its successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of as amended and supplemented through the date hereof, this Agreement and the other Loan Documents or transactions thereunder or related theretoFinancing Agreements. Each Borrower and Parent 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Letter Agreement, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Investor, MergerCo, SibCo and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Investor and MergerCo (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of MergerCo (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Investor pursuant to this Letter Agreement for up to its Merger Agreement Obligations; and (2) recourse against the Investor under this Letter Agreement (and solely to the extent of the Investor’s Merger Agreement Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason Investor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Investor (and solely to the extent of the Investor’s Merger Agreement Obligations) under this Letter Agreement. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Letter Agreement, the Company may pursue a declaratory judgment claim against MergerCo, but solely to the extent necessary to demonstrate that MergerCo has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any other remedy (including damages) against MergerCo. (b) For all purposes of this Letter Agreement, pursuit of a claim against a person by the Company or any of the Company’s subsidiaries or Controlled Affiliates or the failure of the Company to instruct any affiliate that is not a Controlled Affiliate not to bring any claim in the name of or on behalf of the Company prior to such affiliate that is not a Controlled Affiliate actually pursuing such a claim, shall be deemed to be pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other Loan Documents person to an existing legal proceeding, or transactions thereunder or related thereto. Borrower understands, otherwise asserts a legal claim of any nature against such person. (c) The Company acknowledges and agrees that the release Investor is agreeing to enter into this Letter Agreement in reliance on the provisions 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 this Section 10. This Section 10 shall survive termination of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Letter Agreement.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerStockholder, on behalf of itself and its successorsAffiliates, assignsheirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and other legal representativesassigns (collectively, the “Releasing Parties”), hereby fully, absolutely, forever and unconditionally waives and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, releases Parent and its successors and assigns, and its present current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directorsAffiliates, officers, attorneysdirectors and agents (collectively, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and to the fullest extent permitted by Law, from all demands, actions, causes of action, suits, covenantsdebts, contractscosts, controversiespenalties, agreements, promisesdues, sums of money, accounts, reckonings, bonds, bills, reckoningsliabilities, damages and covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any and all other claims, counterclaims, defenses, rights claims of set-off, demands and liabilities whatsoever of every name and any kind or nature, known or unknown, suspected existing or unsuspectedclaimed to exist, fixed or contingent, both at law and in equityequity (“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 any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which Borrower, the current and former directors and officers of the Company or any of its successorsSubsidiaries may be entitled to pursuant to the Merger Agreement, assignsany applicable Contract in effect on the date hereof, applicable Law or other legal representatives may now or hereafter own, hold, have or claim to have against arising under the Releasees Organizational Documents of the Company or any of them forits Subsidiaries if, uponand to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or by reason of any circumstanceotherwise relate to, action, cause actions or thing whatsoever which arises at any time on claims brought or prior to asserted against such persons after the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAmendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Debt Documents or transactions thereunder or related thereto. . (b) Borrower understands, acknowledges and agrees that the its 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent Administrative Agent’s and the Lenders’ entering into this Amendment, each Lender contained herein Borrower hereby fully and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral each of the Administrative Agent and each Lenderthe Lenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which Borrowerany Borrower or any Subsidiary has, had, claims to have or to have had or hereafter claims to have or have had against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Credit Agreement (collectively, including, without limitation, for all of the foregoing are the “Claims”). Each Borrower represents and warrants that it has no knowledge of any claim by it or by any Subsidiary against the Released Parties or of any facts or acts or omissions of the Released Parties which on account of, the date hereof would be the basis of a Claim by it or in relation to, or in by any way in connection with the Loan Agreement, Subsidiary or any of the other Loan Documents or transactions thereunder or related thereto. Party against the Released Parties which is not released hereby, and each Borrower understands, acknowledges represents and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense release of all Claims by or on behalf of each Borrower and may be used as any Subsidiary. The inclusion of a basis release provision in this Amendment shall not give rise to any inference that but 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveClaim otherwise would exist.

Release. In consideration The Borrowers and each of the agreements Guarantors hereby acknowledges and confirms that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of Collateral Agent and each Lender contained herein and for other good and valuable considerationany of the Agents or Lenders occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the receipt effectiveness, genuineness, validity, collectibility or enforceability of the Loan Agreement or any of the other Loan Documents, the Obligations, the Liens securing such Obligations, or any of the terms or conditions of any Loan Document (it being understood that such acknowledgement and sufficiency confirmation does not preclude the Borrowers or the Guarantors from challenging the Agents’ or any Bank’s interpretation of which are any term or provision of the Loan Agreement or other Loan Document) and (ii) it does not possess (and hereby acknowledgedforever waives, Borrowerremises, on behalf of itself releases, discharges and its successorsholds harmless the Agents, assignsthe Lenders, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employees, agents and other representatives and each of their respective heirs, executors, administrators, successors and assigns (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Indemnified Parties”) from and individually as a “Releasee”)against, of and from all demandsagrees not to allege or pursue) any action, actions, causes cause of action, suitssuit, covenantsdebt, contractsclaim, controversiescounterclaim, agreementscross-claim, promisesdemand, sums defense, offset, opposition, demand and other right of moneyaction whatsoever, accountswhether in law, billsequity or otherwise (which it, reckoningsall those claiming by, damages and any and all other claimsthrough or under it, counterclaimsor its successors or assigns, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known have or unknown, suspected or unsuspected, both at law and in equity, which Borrowermay have) against the Indemnified Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of of, any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan Agreement, Agreement or any of the other Loan Documents (including, without limitation, with respect to the payment, performance, validity or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach enforceability of the provisions Obligations, the Liens securing the Obligations or any or all of the terms or conditions of any Loan Document) or any transaction relating thereto; provided, however, that no Borrower nor Guarantor hereby releases or holds 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 release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature Indemnified Party as determined by a final judgment of the release set forth abovea court of competent jurisdiction.

Release. Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Loan Agreement or the other Loan Documents. Bank and Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus Borrower makes the releases contained in this Section 10. In consideration of the agreements of Collateral Agent Bank entering into this Amendment, Borrower hereby fully and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, Bank and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalf (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which BorrowerBorrower has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Loans, includingthe Obligations, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto(collectively, all of the foregoing, the “Claims”). Borrower understands, acknowledges represents and agrees warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omission of the Released Parties which on the date hereof would be the basis of a claim by Borrower against the Released Parties which is not released hereby. Borrower represents and warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach release of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveall Claims.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and each of its Affiliates and Subsidiaries and each of their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAmendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto. . (b) Borrower understands, acknowledges and agrees that the its 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, assigns and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders each Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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 releasethe Release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveRelease. Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and each Lender’s expectation that the Release is valid and enforceable in all events.

Release. In consideration (a) As of the agreements date hereof, each of the Borrowers and the Company, for themselves and their successors and assigns (collectively, the "Borrower Parties") hereby fully and forever releases, discharges and acquits each of the Lenders, the Collateral Agent and each Lender contained herein their parent, subsidiary, affiliate and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assignspredecessor corporations, and other their respective past and present officers, directors, shareholders, partners, attorneys, legal representatives, hereby fullyagents and employees, absolutelyand their successors, unconditionally heirs and irrevocably releases, remises and forever discharges Collateral Agent assigns and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschoses in action, rights of set-offindemnity or liability of any type, demands kind, nature, description or character whatsoever, and liabilities whatsoever irrespective of every name and naturehow, why or by reason of what facts, whether liquidated or unliquidated, known or unknown, suspected or unsuspectedto any of the Borrowers (collectively, both at law and in equity"Claims"), which Borrowerany of such Borrower Parties may now have against any of said persons, firms or entities, by reason of, arising out of or based upon conduct, events or occurrences on or before the date hereof relating to: (i) any of the Loans or the Loan Documents; (ii) the review, approval or disapproval of any and all documents, instruments, projections, advances, estimates, plans, specifications, drawings and all other items submitted to any of the Lenders or Collateral Agent in connection with the Loans or the Loan Documents; (iii) the disbursements of funds under the Loan Documents; (iv) the amendment or modification of the Loan Agreement made pursuant to this Amendment; (v) any Lender's or Collateral Agent's acts, statements, conduct, representations and omissions made in connection with the Loans or Loan Documents and any amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating as of the date hereof, provided that nothing contained herein shall be deemed a release of any Lender's or Collateral Agent's obligations under this Amendment or (to the extent first arising and accruing after the date hereof) the Loan Agreement, as modified, or (to the extent first arising and accruing after the date hereof) a release of any Lender's or Collateral Agent's obligations under the Loan Documents as expressly set forth therein. (b) Each of the Borrower Parties represents and warrants that it has not heretofore assigned or transferred, or purported to assign or to transfer, to any person or entity any matter released hereunder or any portion thereof or interest therein, and each of the Borrower Parties agrees, jointly and severally, to indemnify, defend and hold the parties set forth hereinabove harmless from and against any and all claims based on or arising out of any such assignment or transfer or purported assignment or transfer. (c) It is hereby further understood and agreed that the acceptance of delivery of this release by the parties released hereby shall not be deemed or construed as an admission of liability of any nature whatsoever arising from or related to the subject of the within release. (d) Each of the Borrower Parties hereby agrees, represents and warrants that it has had advice of counsel of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against own choosing in negotiations for and the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date preparation of this Amendment, includingincluding the foregoing release and waivers, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of it has read the provisions of this Amendment, including the foregoing release and waivers, that it has had the foregoing release and waivers fully explained by such release. Borrower agrees counsel, and that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute it is fully aware of its contents and unconditional nature of the release set forth abovelegal effect.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Limited Guarantee, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Limited Guarantor, Merger Sub, Parent and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Limited Guarantor and Merger Sub (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Merger Sub (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Limited Guarantor pursuant to this Limited Guarantee for up to its Obligations; and (2) recourse against the Limited Guarantor under this Limited Guarantee (and solely to the extent of the Limited Guarantor’s Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason Limited Guarantor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Limited Guarantor (and solely to the extent of the Limited Guarantor’s Obligations) under this Limited Guarantee. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Limited Guarantee, the Company may pursue a declaratory judgment claim against Merger Sub, but solely to the extent necessary to demonstrate that Merger Sub has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any other remedy (including damages) against Merger Sub. (b) For all purposes of this Limited Guarantee, pursuit of a claim against a person by the Company or any of the Company’s subsidiaries or Controlled Affiliates or the failure of the Company to instruct any affiliate that is not a Controlled Affiliate not to bring any claim in the name of or on behalf of the Company prior to such affiliate that is not a Controlled Affiliate actually pursuing such a claim, shall be deemed to be pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other Loan Documents person to an existing legal proceeding, or transactions thereunder or related thereto. Borrower understands, otherwise asserts a legal claim of any nature against such person. (c) The Company acknowledges and agrees that the release Limited Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions 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 this Section 10. This Section 10 shall survive termination of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Limited Guarantee.

Release. In As additional consideration for the execution, delivery and performance of this Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that to the best of which are its knowledge no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolver Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Revolver Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or Loan Documents occurring prior to the day and date hereof, including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveextent permitted by applicable Law.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which Borrower, any Loan Party or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each Loan Party 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration As of the agreements date hereof and as of Collateral Agent and the Effective Date, each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of for itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns and for Guarantor (collectively, the “Borrower Parties”) hereby fully and forever releases, discharges and acquits Lender and its parent, subsidiary, affiliate and predecessor corporations, and its their respective past and present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, partners, attorneys, employeeslegal representatives, agents and other representatives (Agentemployees, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” their successors, heirs and individually as a “Releasee”)assigns and each of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschooses in action, rights of set-offindemnity or liability of any type, demands and liabilities whatsoever of every name and kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, suspected whether liquidated or unsuspectedunliquidated (collectively, both at law and in equity, “Claims”) which Borrowerany of such Borrower Parties may now have, or heretofore have had against any of its successorssaid persons, assignsfirms or entities, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of, arising out of or based upon conduct, events or occurrences on or before the Recordation relating to: (i) the Loan or the Property; (ii) the review, approval or disapproval of any circumstanceand all documents, actioninstruments, cause or thing whatsoever which arises at any time on or prior projections, estimates, plans, specifications, drawings and all other items submitted to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way Lender in connection with the Loan Agreement, or any the Property; (iii) the disbursements of funds under the Loan; (iv) the amendment or modification of the other Loan Documents made pursuant to this Agreement; (v) Lender’s acts, statements, conduct, representations and omissions made in connection with the Loan and any amendment or transactions thereunder modification relating thereto; or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against (vi) any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, eventmatter, circumstancetransaction or event relating thereto, evidence whether known or transaction which could now unknown; provided that, nothing contained herein shall be asserted deemed a release of Lender’s obligations under this Agreement or which may hereafter be discovered shall affect in any manner (to the finalextent first arising and accruing after the Closing) the Existing Loan Documents, absolute and unconditional nature of the release set forth aboveas modified.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: 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.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitationAgreement, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, successors and assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Loan Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower waives the provisions of California Civil Code section 1542, which states: 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. ▇▇▇▇▇▇▇▇ 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. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents. In addition to the release contained above, and not in limitation thereof, ▇▇▇▇▇▇▇▇ hereby agrees that it will never prosecute, nor voluntarily aid in the prosecution of, any action or proceeding relating to the Released Claims, whether by claim, counterclaim or otherwise. If, and to the extent that, any of the Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms above, Borrower hereby absolutely and unconditionally grants, sells, bargains, transfers, assigns and conveys to Agent all of the Released Claims and any proceeds, settlements and distributions relating thereto.

Release. (a) In consideration of the agreements of Collateral Administrative Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Parent and each Subsidiary of Parent, on behalf of itself and itself, its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Administrative Agent, Lenders, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Capital Finance, LLC, ▇▇▇▇▇ Fargo Capital Finance, Inc., ▇▇▇▇▇ Fargo Bank, N.A. and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their affiliates, subsidiaries and divisions engaged in the provision of financial services to Borrower and any of its subsidiaries (Administrative Agent, Lenders each Lender, ▇▇▇▇▇ Fargo, ▇▇▇▇▇ Fargo Capital Finance, LLC, ▇▇▇▇▇ Fargo Capital Finance, Inc., ▇▇▇▇▇ Fargo Bank, N.A. and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Parent or such Subsidiary or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises has arisen at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each of Parent and each Subsidiary of Parent 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. Borrower . (c) Each of Parent and each Subsidiary of Parent agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party by its execution of this Amendment, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and permitted assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offsetoff, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentEffective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each Loan Party by its execution of this Amendment 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or immediately prior to the day and date effectiveness of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with Amendment under the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower hereby waives the provisions of California Civil Code section 1542, which states: 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.

Release. In MSG agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” ”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of MSG (and its predecessors, action, cause or thing whatsoever which arises at any time subsidiaries and Affiliates) and the MSG Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Certificate of Incorporation or on account of, or in relation to, or in any way in connection with the Loan AgreementBy-Laws of MSG; and • Any other decision that may have been made, or any of action taken, relating to MSG (and its predecessors, subsidiaries and Affiliates) or the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveDistribution.

Release. In consideration Each of the agreements of Collateral Agent MF/Borrower Related Parties hereby acknowledges and each Lender contained herein confirms on its own behalf and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby fullyagrees not to challenge (or to allege or to pursue any matter, absolutelycause or claim arising under or with respect to), in any case based upon acts or omissions of any Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and irrevocably forever waives, remises, releases, remises discharges and forever discharges Collateral Agent and holds harmless each Lender, Agent and its successors and assignsany other Indemnified Party, and its present and former shareholders, each of their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employeesagents, agents representatives, heirs, executors, administrators, successors and other representatives assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeDesignated Parties”), of from and from all demandsagainst, actionsand agrees not to allege or pursue, causes any action, cause of action, suitssuit, covenantsdebt, contractsliability, controversiesloss, agreementsexpense, promisesclaim, sums counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of moneyaction whatsoever, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether now known or unknown, suspected past or unsuspectedpresent, both at law and asserted or unasserted, contingent or liquidated, whether in equitylaw, equity or otherwise, which Borrower, or any of its successorsthe Releasors ever had, assignsnow have, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them forthe Designated Parties, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan AgreementDocuments, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of all right, title, and interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Releasees from 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 Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, suit or other proceeding which may be instituted(at law, prosecuted in equity, in any regulatory proceeding, or attempted in breach otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such release. Borrower agrees that no factClaim is based on contract, eventtort, circumstancewarranty, evidence mistake, or transaction which could now be asserted any other theory, whether legal, statutory, or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveequitable.

Release. In consideration of The Releasor hereby irrevocably and unconditionally releases the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself Company and its successorspast, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsfuture officers, directors, officersagents, attorneysconsultants, employees, agents representatives, and other representatives insurers, as applicable, together with all successors and assigns of any of the foregoing (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenantsrights of action, contracts, controversies, covenants, obligations, agreements, promisesdamages, sums of moneypenalties, accountsinterest, billsfees, expenses, costs, remedies, reckonings, damages extents, responsibilities, liabilities, suits, and any and all other claimsproceedings of whatsoever kind, counterclaimsnature, defensesor description, rights of set-offdirect or indirect, demands and liabilities whatsoever of every name and naturevested or contingent, known or unknown, suspected or unsuspected, both at law and in contract, tort, law, equity, which Borroweror otherwise, under the laws of any jurisdiction, that the Releasor or his predecessors, legal representatives, successors or assigns, ever had, now has, or any of its successorshereafter can, assignsshall, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them Released Parties, including but not limited to the Owed Amount, for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior to from the day beginning of the world through, and including, the date of this AmendmentRelease (“Claims”). The Releasor understands that this Release releases claims that the Releasor may not know about. This is the Releasor’s knowing and voluntary intent, includingeven though the Releasor recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Release. The Releasor agrees that it will not pursue, without limitationfile or assert or permit to be pursued, for filed or on account ofasserted any civil action, suit or in relation to, legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any civil action, suit or other proceeding which may be instituted, prosecuted or attempted legal proceeding) in breach connection with any matter concerning its relationship with the Company and/or the Owed Amount with respect to all of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner claims released herein arising from the final, absolute and unconditional nature beginning of the release set forth aboveworld up to and including the date of execution of this Release (whether known or unknown to it and including any continuing effects of any acts or practices prior to the date of execution of this Release). The Releasor acknowledges that he is not entitled to any other payments or benefits of any kind from the Company.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releasesrelease, remises remise and forever discharges Collateral Agent and each discharge Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Other Documents or transactions hereunder or thereunder other than Claims caused by or related thereto. resulting from the willful misconduct, bad faith or gross negligence of the applicable Releasee. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Employee, on behalf of itself Employee and its successorsEmployee’s heirs, spouse, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and other legal representatives, hereby fully, absolutely, unconditionally absolutely releases and irrevocably releases, remises and forever discharges Collateral Agent each member of the Company Group (defined below) and each Lenderof its predecessors, and its successors and assigns, and its each of their respective past, present and former shareholdersfuture employees, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersagents, owners, partners, members, equity holders, shareholders, representatives, attorneys, employeesinsurers and benefit plans (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenants, contracts, controversies, agreementsactions, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimscrossclaims, counterclaims, defensesdemands, rights debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, losses or liabilities of set-off, demands any nature whatsoever in law and liabilities whatsoever of every name in equity and natureany other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (hereinafter, both at law and in equity, which Borrower, “Claims”) that Employee has or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees Released Parties from the beginning of time through the date upon which Employee signs this Agreement, including, but not limited to, those Claims: (i) arising from or in any way related to Employee’s employment or termination of employment with any of the Released Parties; (ii) arising from or in any way related to any agreement with any of the Released Parties, including under that certain Employment Agreement to which Employee is a party and pursuant to which this Agreement is being executed and delivered (the “Employment Agreement”); and/or (iii) arising from or in any way related to awards, policies, plans, programs or practices of any of the Released Parties that may apply to Employee or in which Employee may participate, in each case, including, but not limited to, (x) any Claims for an alleged violation of any federal, state or local laws or regulations, to the extent permitted by applicable law, including, but not limited to, the Age Discrimination in Employment Act, California Civil Code and the California Fair Employment and Housing Act; (y) any Claims for negligent or intentional infliction of emotional distress, breach of contract, fraud or any other unlawful behavior; and (z) any Claims for wages, commissions, incentive pay, vacation, paid time off, expense reimbursements, severance pay and benefits, retention pay, benefits, notice pay, punitive damages, liquidated damages, penalties, attorneys’ fees, costs and/or expenses. As used herein, “Company Group” means, collectively, QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation (“Parent”), and each of them forits subsidiaries. (b) Employee represents that Employee has not made assignment or transfer of any right or Claim covered by this Agreement and Employee represents that Employee is not aware of any such right or Claim. Employee further affirms that he has not filed or caused to be filed, uponand presently is not a party to, any Claim, complaint or action against any of the Released Parties in any forum or form and that he knows of no facts which may lead to any Claim, complaint or action being filed against any of the Released Parties in any forum by Employee or by any agency, group, or by reason class of persons. Employee further affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. If any agency or court assumes jurisdiction of any circumstancesuch Claim, actioncomplaint or action against any of the Released Parties on behalf of Employee, cause Employee will request such agency or thing whatsoever court to withdraw the matter. (c) Employee understands that Employee may later discover claims or facts that may be different than, or in addition to, those which arises at any time on Employee now knows or prior believes to exist with regards to the day and date subject matter of this AmendmentAgreement, and which, if known at the time of executing this Agreement, may have materially affected this Agreement or Employee’s decision to enter into it. Employee hereby waives any right or claim that might arise as a result of such different or additional claims or facts, and Employee understands the provisions of California Civil Code Section 1542 and hereby expressly waives any and all rights, benefits and protections of the statute, which provides: “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.” (d) This Agreement is not intended to bar any rights or Claims by Employee (i) that may not be waived by private agreement under applicable law, such as rights or Claims for workers’ compensation or unemployment insurance benefits, (ii) with respect to his rights to “Accrued Obligations” (as defined under the Employment Agreement) and the payments and benefits set forth on Appendix A hereto, (iii) under the Company’s 401(k) plan (if any), (iv) with respect to directors’ and officers’ liability insurance coverage or indemnification rights (if any), (v) arising out of Employee’s rights, if any, in his capacity as a direct or indirect holder of Units (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of QL Holdings LLC (as may be amended from time to time, the “LLC Agreement”)) in accordance with the LLC Agreement and the applicable plan and award agreements evidencing such Units or (vi) arising out of Employee’s rights, if any, as an equityholder of the Company Group and pursuant to any agreement between Employee and any member of the Company Group in respect thereof (including, without limitation, for the LLC Agreement; the Stockholders Agreement, dated as of the Effective Date (as defined in the Employment Agreement), by and among Parent and the stockholders party thereto; the Tax Receivables Agreement, dated as of the Effective Date, by and among Parent and QL Holdings LLC, White Mountains Investments (Luxembourg) S.à ▇.▇. and the other parties thereto; the Registration Rights Agreement, dated as of the Effective Date, by and among Parent and certain stockholders party thereto; the Exchange Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC, Guilford Holdings, Inc. and the Class B-1 Members of QL Holdings LLC; and the Reorganization Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC and the other parties thereto). (e) Nothing in this Agreement is intended to prohibit or on account ofrestrict Employee’s right to file a charge with, or participate in relation toa charge by, the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing; provided, however, that Employee hereby waives the right to recover any monetary damages or other relief against any Released Parties. Nothing in this Agreement shall prohibit Employee from receiving any way in connection with the Loan Agreement, or any monetary award to which Employee becomes entitled pursuant to Section 922 of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveConsumer Protection Act.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of waives the provisions of such release. Borrower agrees that no factCalifornia Civil Code section 1542, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.states:

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date execution of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: 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.

Release. (i) In consideration of the agreements of Collateral Agent and each Lender the Fifth Third Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach of the Loan Parties, on behalf of itself and its successors, successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Fifth Third Parties, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Agent, Lenders the Fifth Third Parties and all such other persons Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Agreement, the Loan AgreementAgreements, or the Lease Agreements, the Guarantees, any of the other Loan Documents or any of the transactions thereunder hereunder or related thereto. Borrower understandsthereunder. (ii) Loan Parties understand, acknowledges acknowledge and agrees agree that the release set forth above may be pleaded as a full and complete defense to any Claim 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. Borrower agrees . (iii) Loan Parties agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (the “Releasing Parties”), hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of as amended and supplemented through the date hereof, this Amendment and the other Loan Documents or transactions thereunder or related theretoDocuments. Borrower Each Releasing Party 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner It is the final, absolute and unconditional nature intention of the Releasing Parties that the above release set forth aboveshall be effective as a full and final release of each and every matter specifically and generally referred to above clause (a). Each Releasing Party acknowledges and represents that it has been advised by independent legal counsel with respect to the agreements contained herein and with respect to 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 THE SETTLEMENT WITH THE DEBTOR OR RELEASEE.” Each Releasing Party, being aware of said code section, expressly waives on its own behalf and on behalf of those for which such Releasing Party is giving the release, any and all rights either may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to any of the matters released herein. This release shall act as a release of all included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein.

Release. In consideration of order to induce the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationPurchaser to enter into this Amendment, the receipt Issuer acknowledges and sufficiency agrees that: (i) the Issuer does not have any claim or cause of which are hereby acknowledged, Borrower, on behalf action against the Purchaser (or any of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysemployees or agents); (ii) the Issuer does not have any offset right, employeescounterclaim, agents right of recoupment or any defense of any kind against the Issuer’s obligations, indebtedness or liabilities to the Purchaser; and other representatives (Agentiii) the Purchaser has heretofore properly performed and satisfied in a timely manner all of its obligations to the Issuer. The Issuer wishes to eliminate any possibility that any past conditions, Lenders acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Purchaser’ rights, interests, contracts, collateral security or remedies. Therefore, the Issuer unconditionally releases, waives and forever discharges (A) any and all such liabilities, obligations, duties, promises or indebtedness of any kind of the Purchaser to the Issuer, except the obligations to be performed by the Purchaser on or after the date hereof as expressly stated in this Amendment, the Purchase Agreement and the other persons being hereinafter referred to collectively as the “Releasees” Purchase Documents, and individually as a “Releasee”)(B) all claims, of and from all demands, actionsoffsets, causes of action, suitsright of recoupment, covenantssuits or defenses of any kind whatsoever (if any), contractswhether arising at law or in equity, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Issuer might otherwise have against the Purchaser or any of its successorsdirectors, assignsofficers, employees or other legal representatives may now agents, in either case (A) or hereafter own(B), hold, have or claim to have against the Releasees or any of them for, upon, or by reason on account of any circumstancepast or presently existing condition, actionact, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no factomission, event, circumstancecontract, evidence liability, obligation, indebtedness, claim, cause of action, defense, circumstance or transaction which could now be asserted or which may hereafter be discovered shall affect in matter of any manner the final, absolute and unconditional nature of the release set forth abovekind.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each LenderLenders, in their respective capacities as Administrative Agent and Lenders under the Credit Agreement, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of that this AmendmentAmendment is executed by all parties, including, without limitation, in each case solely for or on account of, of or in relation to, or in any way in connection with relating to the Loan Credit Agreement, or any of the other Loan Documents or the transactions thereunder or related thereto. , but not including any Claims based on (i) any unfulfilled Borrowing request that remains outstanding as of the date of this Amendment and for which a request for Borrowing has been properly given by Borrower Representative under the Credit Agreement but not yet funded by Lenders, or (ii) checks, wire transfers or other matters which are ancillary to the credit transactions contemplated by the Credit Agreement. (b) Each Loan Party understands, acknowledges and agrees that the its 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerBorrower and Parent, each on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which BorrowerBorrower and Parent, or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with with, the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsand Parent understand, acknowledges acknowledge and agrees agree 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. Borrower agrees and Parent agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its successors and assigns, and its present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each Loan Party 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration The Company represents to each of the agreements Seller Parties and the Purchaser that it presently has no claim, demand, defense, right of Collateral Agent setoff or counterclaim of any kind or nature whatsoever against any (x) Seller Party, the Purchaser or any of their respective Affiliates, direct and indirect parents, divisions, subsidiaries, members, shareholders, partners, managers, participants, predecessors, successors, and assigns, (y) any of the respective current and former directors, officers, managers, employees, advisors, attorneys, agents and representatives of the Persons described in the foregoing clause (x), and each Lender contained herein of the respective predecessors, successors, heirs, and for other good assigns of the Persons described in the foregoing clauses (x) and valuable consideration(y) (individually and collectively, the receipt and sufficiency “Released Parties”), nor will the Company or any of which are hereby acknowledgedits Affiliates bring any such claim, Borrowerdemand, defense, right of setoff or counterclaim of any kind or nature whatsoever against any Released Party, in the future, with respect to this Agreement or any Equity Document or the obligations thereunder or hereunder or in connection therewith or herewith, with respect to any action previously taken or not taken, or taken or not taken in the future by any Release Party relating thereto, or with respect to any Lien, Collateral (as defined in the Debt Sale Documents) or third party collateral securing any liabilities, obligations or indebtedness under any agreement between the Company and/or any of its Affiliates, on behalf of itself and its successors, assignsthe one hand, and any Seller Party, the Purchaser or any of their respective Affiliates, on the other legal representativeshand (excluding, hereby fullyin each case, absolutelythe Business Combination Agreement and any other agreements and documents contemplated thereby). Without limiting the generality of the foregoing, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Company and each Lenderof its Affiliates, together with each of its direct and its indirect parents, divisions, subsidiaries, affiliates, members, managers, participants, predecessors, successors and assigns, and its present each of their respective current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysshareholders, employeesmembers, managers, partners, agents and other representatives employees, and each of their respective predecessors, successors, heirs and assigns (Agentindividually and collectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Releasing Parties”), each intending to be legally bound, hereby voluntarily, intentionally and knowingly releases and forever waives and discharges each of the Released Parties from any and from all possible claims, counterclaims, crossclaims, demands, actions, causes of action, suitsdamages, covenantscosts, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands expenses and liabilities whatsoever whatsoever, or any other bar to the enforcement of every name and naturethis Agreement or any Equity Document, whether known or unknown, matured or unmatured, anticipated or unanticipated, suspected or unsuspected, both vested, fixed, contingent or conditional, at law or in equity (individually and in equitycollectively, which Borrower“Claims”), or that any of its successors, assigns, or other legal representatives the Company Releasing Parties may now or hereafter ownhave, holdif any, have or claim to have against the Releasees or any of them forthe Released Parties, uponirrespective of whether any such Claims arise out of contract, tort, violation of law or regulations, or by reason of any circumstanceotherwise, actionincluding arising directly or indirectly from, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with or with respect to any prior or existing agreements by among the Loan AgreementCompany Releasing Parties and the Released Parties (for the avoidance of doubt, or including any Equity Document, but excluding the Business Combination Agreement and any other agreements and documents contemplated thereby), the exercise of any rights and remedies under any of the Equity Documents, the negotiation for and execution of this Agreement, including any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable, and the Company and each of its Affiliates, for itself and the other Loan Documents or transactions thereunder or related thereto. Borrower understandsCompany Releasing Parties, acknowledges and agrees that waives all defenses with respect to the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against enforcement by any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach Released Party of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovein this Section 4(b). Each of the Company Releasing Parties waives the benefits of any law, which may provide in substance: “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 it must have materially affected its settlement with the debtor.” Each of the Company Releasing Parties understands that the facts which it believes to be true at the time of making the release provided for herein may later turn out to be different than it now believes, and that information which is not now known or suspected may later be discovered. Each of the Company Releasing Parties accepts this possibility, and each of them assumes the risk of the facts turning out to be different and new information being discovered; and each of them further agrees that the release provided for herein shall in all respects continue to be effective and not subject to termination or rescission because of any difference in such facts or any new information. Each of the Company and its Affiliates further represents that it has been represented by counsel which it has selected or has had the opportunity to be represented by such counsel, and that it is fully apprised of the consequences of its undertaking under this Section 4(b).

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, on behalf of itself itself, the other Loan Parties and its and their successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its and their successors and assigns, and its and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders the Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower, any other Loan Party or any of its or their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Credit Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). The Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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 agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Without the generality of the foregoing, the Borrower hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party. The Borrower acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. The Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and the Lenders’ expectation that the Release is valid and enforceable in all events. Notwithstanding the foregoing Section 6(c), nothing in this Amendment is intended to, and shall not, release the Borrower’s rights and obligations under this Amendment or bar the Borrower from seeking to enforce or effectuate this Amendment.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerThe Investor, on behalf of itself and on behalf of its successorsrespective Representatives, assignsAffiliates (excluding the Company and its Subsidiaries), assigns and other legal representativessuccessors and any and all persons or entities claiming by or through any of the foregoing (collectively, the “Investor Releasing Parties”), hereby fully, absolutely, irrevocably and unconditionally and irrevocably releases, remises waives and forever discharges Collateral Agent fully and finally to the fullest extent permitted by Law, the Company, its Subsidiaries and each Lenderof their respective current Representatives, assigns and its successors and assigns(collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Released Parties”), of from any and from all demands, actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages extents, executions, claims and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name kind and naturenature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equitylaw, which Borroweradmiralty, or any of its successorsequity (collectively, assigns, “Claims”) that such Investor Releasing Party has or other legal representatives may now or hereafter own, hold, have or claim to have against in the Releasees or any of them future for, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever from the beginning of time through the date hereof, except for any Claims arising under (i) this Agreement or any other agreement entered into on the Effective Date between the Investor, on the one hand, and any of the Company and/or any of its Subsidiaries, on the other hand, and any of the transactions contemplated hereunder or thereunder and/or (ii) matters not disclosed in writing (which arises at for these written disclosure purposes, shall include any time filing on or furnishing to the United States Securities & Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval (▇▇▇▇▇) system) by any of the Group Companies to any of the Investors prior to the day date hereof ((i) and date (ii), collectively, the “Excluded Claims”). The Investor shall not, and shall cause each of this Amendmentthe Investor Releasing Parties not to, includingcommence or institute any Claims, without limitationincluding any legal actions, for litigation, arbitration or on account ofany other legal proceedings of any kind whatsoever, in law or equity, or in relation toassert any Claim, demand, action or in cause of action against any way of the Company Released Parties, arising under or in connection with any matter, cause or thing whatsoever from the Loan Agreementbeginning of time through the date hereof, or except for any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveExcluded Claims.

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, consultants, advisors, employees, agents and other representatives (the Administrative Agent, Lenders the Collateral Agent, each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Existing Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each Loan Party 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender the Noteholders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf each of itself the Obligors and its the Subsidiary Guarantors and their respective successors, assigns, and other legal representativesrepresentatives (collectively, the “Releasors”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Noteholders and the Collateral Agent and each LenderAgent, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, advisors, employees, agents and other representatives (Agentthe Noteholders, Lenders the Collateral Agent and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contractsdisputes, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives the Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day date and date effectiveness of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Note Purchase Agreement, the Existing Notes or any of the other Loan Documents Financing Agreements or transactions thereunder or related thereto. Borrower Each of the Obligors and the Subsidiary Guarantors 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. Borrower Each of the Obligors and the Subsidiary Guarantors agrees that no fact, event, circumstance, evidence or transaction which could now be asserted asserted, whether known or which may hereafter be discovered unknown, shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code Section 1542, which states: 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.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states:

Release. In consideration of the agreements of Collateral Agent Borrower hereby absolutely and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, and its any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assignsassigns thereof, and its together with all of the present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agentemployees of any of the foregoing, Lenders from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actionsdebts, causes of actionliabilities, suits, covenants, contracts, controversies, agreementsobligations, promises, sums acts agreements, costs and expenses, or causes of moneyaction of any kind, accountsnature or description, billswhether arising in law or equity or upon contract or tort under any state or federal law or otherwise, reckoningswhich Borrower has had or now has against any such person for or by reason of any act, damages omission, matter, cause or thing whatsoever arising from the beginning of time to and any and all other including the date of this Agreement, whether such claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever causes of every name and natureaction are matured or unmatured, known or unknown, suspected or unsuspected, both at law absolute or contingent (collectively, the “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and in equity, which Borrower, all liabilities or any claims arising out of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way manner whatsoever connected with or related to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with the Loan Agreement, or any of the other Loan Documents foregoing or transactions thereunder or related theretothe origination, negotiation, administration, servicing and/or enforcement of any of the foregoing. Borrower understands, hereby further acknowledges and agrees that as of the date hereof they have no existing defenses to the enforcement of any of the Loan Documents and to the extent that any exist as of the date hereof, each of them are hereby absolutely and forever waived. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set forth above aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. This release may be pleaded as a full and complete defense and may be used and/or as a basis for an injunction cross-complaint or counterclaim against any action, suit suit, or other proceeding which that may be instituted, prosecuted or attempted in breach of the provisions of such this release. Borrower agrees acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovecontained herein constitutes a material inducement to Bank to enter into this Agreement, and that Bank would not have done so but for Bank’s expectation that such release is valid and enforceable in all events.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderof the Lenders, and its successors and assigns, and its present direct and former shareholdersindirect owners, partners, members, managers, consultants, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives representatives, and all persons acting by, through, under or in concert with any of them (Agent, the Lenders and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), ) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, recoupment, rights of set-offsetoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, contingent or mature, suspected or unsuspected, both at law and in equity, which Borrower, any Borrower or any of its respective successors, affiliates, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, this Amendment or any of the other Loan Note Documents (as defined in the MSD Secured Note and the GA Secured Note) or transactions thereunder or related thereto. . (b) Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. (d) In entering into this Amendment, each Borrower has consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the release set forth above does not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The release set forth herein shall survive the termination of this Amendment and the Note Documents and the payment in full of the Obligations (Note Documents and Obligations, each as defined in the MSD Secured Note and the GA Secured Note). (e) Each Borrower acknowledges and agrees that the release set forth above may not be changed, amended, waived, discharged or terminated orally.

Release. In AMC agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” ”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of AMC (and its predecessors, action, cause or thing whatsoever which arises at any time Subsidiaries and Affiliates) and the AMC Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Standalone Financing, the Certificate of Incorporation or on account of, the By-Laws of AMC; • The terms of the AMC Financing and the Contribution and any agreements or in relation to, or in any way other documents entered into in connection with the Loan Agreementtherewith or relating thereto; and • Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing. The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the other Loan Documents Distribution Date at the request of Cablevision. Each Releasor expressly covenants and agrees never to institute, or transactions thereunder participate (including as a member of a class) in, any Action against any Releasee, in any court or related thereto. Borrower understandsforum, acknowledges directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the release set forth above may avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be pleaded its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a full and complete defense and may be used as a basis for an injunction against any actiondirector, suit officer, employee or other proceeding Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner Releasee and the final, absolute and unconditional nature of the release set forth aboveReleasor are parties.

Release. The matters set forth in this Amendment Agreement have been agreed to by the undersigned Holders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the agreements of Collateral Agent and each Lender contained herein Holders will be specifically relying on the following provisions as a material inducement in entering into this Amendment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Company, on behalf of itself and each of its successors, assignsSubsidiaries and Affiliates, and other legal representativesall of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby fullycompletely, absolutelyvoluntarily, knowingly, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent each of the Holders and each Lendertheir respective agents, and its successors and assignspartners, and its present and former shareholdersservants, affiliates, subsidiaries, divisions, predecessorsemployees, directors, officers, attorneys, employeesaccountants, agents consultants, advisors, professionals, principals, trustees, representatives, receivers, trustees, affiliates, subsidiaries and other representatives (Agentshareholders, Lenders each affiliate of the foregoing and all such other persons being hereinafter referred to collectively as of their respective predecessors, successors and assigns (collectively, the “Releasees” and individually as a “Releasee”), of from any and from all demandsclaims, actions, suits, damages, losses, obligations, remedies, causes of action, suitsand other liabilities, covenantsincluding, contractswithout limitation, controversiesany so-called “lender liability” claims or defenses (collectively, agreements“Claims”), promiseswhether arising in contract or in tort and whether at law or in equity, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspectedclaimed, both at law and in equitymatured or contingent, liquidated or unliquidated, which Borrower, or any of its successorsthe Releasors ever had, assignsnow has or hereinafter can, shall or other legal representatives may now or hereafter own, hold, have or claim to have against any of the Releasees or any of them for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time that shall have occurred on or prior to the day and date of this AmendmentAmendment Agreement, includingin any way concerning, without limitation, for or on account of, or in relation relating to, or in arising from (a) the Note Purchase Agreement, the Notes, any way of the other agreements, documents, or instruments executed and delivered in connection with the Loan Agreementtherewith, 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 Agreement 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 Loan Documents Releasors, acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 4.8, notwithstanding the existence or transactions thereunder discovery of any such new or related theretoadditional Claims or facts, incorrect facts, misunderstanding of law or misrepresentation. Borrower 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 Holders 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 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. Borrower agrees The Company, on behalf of itself and the other Releasors, hereby acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature they collectively have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerany Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each Loan Party 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerSeller, on behalf of itself and its successors, assigns, and other legal representativesany Affiliate controlled by Seller, hereby fully(a) fully settles, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent Acquiror and its Affiliates (including Company and each Lenderof its Subsidiaries after the Closing) and their respective Related Persons (collectively, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders the “Released Persons”) from any and all such other persons being hereinafter referred to collectively as any or all of the “Releasees” and individually as a “Releasee”), of and from all demands, following: actions, causes of actionaction (in law or in equity), suits, covenantsdebts, contracts, controversiesliens, agreements, promises, sums of moneyliabilities, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defensescross-claims, rights demands, damages, losses, attorneys or consultants fees, costs or expenses, of set-offany nature whatsoever (including but not limited to, demands and liabilities whatsoever of every name and naturedirect, indirect, consequential, exemplary, special or punitive); whether known or unknown, suspected or unsuspected, both at law fixed or contingent, and whether founded in equitytort, which Borrowercontract, statute, common law, administrative regulation, or any duties arising thereunder or otherwise (including contribution) (“Claims”, each a, “Claim”); provided that with respect to Related Persons, Claims shall include any Claim arising out of, based upon, or relating, in whole or in part, to Acquiror and its Affiliates or any of their respective businesses; and provided, further, that the Claims shall not include any Claims of Seller or any of its successors, assigns, Affiliates arising out of or other legal representatives may now or hereafter own, hold, have or claim related to have against the Releasees this Agreement or any other transaction documents and (b) covenants not to ▇▇▇ or otherwise assert in any forum any Claim against any Released Person, in the case of them for(a) and (b), arising out of based upon, or by reason of relating to any circumstanceact, actionomission, cause event, condition or thing whatsoever which arises circumstance occurring or existing at any time on or prior to the day Closing Date in respect of the Business and date the consummation of the transaction contemplated hereunder. This Section 5.7 covers, among other things, Claims which are unknown or unsuspected. Seller acknowledges that it is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this AmendmentSection 5.7, including, but Seller agrees to remain bound hereby and hereby fully releases all Claims without limitation, for regard to the subsequent discovery or on account of, existence of different or in relation to, additional facts and waives the protection of any statute or in any way in connection with the Loan Agreement, doctrine limiting a release of unknown or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveunsuspected Claims.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration By execution of the agreements this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of Collateral Agent and each Lender contained herein and for other good and valuable considerationaction, 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 receipt 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 sufficiency of which are hereby acknowledgedirrevocably, Borrowerwith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, 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, employees, agents Affiliates, agents, representatives, successors, assigns, accountants and other representatives attorneys (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Indemnified Persons”) and individually as a 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 “ReleaseeReleased Parties”), of and from any and all demands, actions, causes of action, suitsdamages, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowermatured 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, the other Loan Documents, or any of its successorsTransaction, assigns, which Releasing Parties ever had or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentReleased Party, including, without limitation, for any presently existing claim or on account ofdefense whether or not presently suspected, contemplated or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveanticipated.

Release. (a) In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each such Loan Party and all such other Persons being hereafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, other representatives, and other representatives any consultants engaged by the Administrative Agent and the Lenders or their counsel (Agent, Lenders the Administrative Agent and each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each Releasor 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. Borrower . (c) Each Releasor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of, among other things, the forbearance provided for herein, each of the agreements of Collateral Agent Debt Parties (on its own behalf and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its Related Parties) hereby voluntarily, intentionally, knowingly, absolutely, unconditionally, and its irrevocably forever releases, waives, remits, acquits, and discharges any and all Claims (as defined in the Mutual Lender Release) (including cross-claims, counterclaims, rights of setoff and recoupment, challenges to any Lien or debt, and claims that have arisen in connection with this Forbearance Agreement and the Initial Transactions), that it now has (other than gross negligence, willful misconduct, or actual fraud, as determined by a final order of a court of competent jurisdiction), against any Agent and/or any Lender (in their respective capacities as such, as beneficial holders of the Notes issued under the Indentures, and as potential sources of other support or financing) and any of their respective subsidiaries and affiliates, and each of their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, agents, attorneys, employeesadvisors, agents representatives, and other representatives Related Parties (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”); provided, that the foregoing sentence is limited to claims based in whole or in part on facts, events, or conditions which arise out of or are related to the Company (including the Cases, the Credit Agreement, the Indentures, the other Debt Documents, the Collateral, any future Insolvency or Liquidation Proceeding, and the Initial Transactions) (collectively, the “Released Claims”). Each of the Debt Parties (on its own behalf and on behalf of its Related Parties) further agrees and covenants to refrain from all demandscommencing, actionsinstituting, causes of or prosecuting, or supporting any Person that commences, institutes, or prosecutes, any lawsuit, action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and or other proceeding against any and all other claims, counterclaims, defenses, rights of set-off, demands Released Parties with respect to any and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveall Released Claims.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, controversies and damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause action or thing whatsoever inaction of any Releasee which has occurred or arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, subsidiaries divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which a Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower waives the provisions of California Civil Code section 1542, which states: 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. Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each of Borrower, each Subsidiary Guarantor and each Sponsor Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which Borrower, any Subsidiary Guarantor, any Sponsor Guarantor or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto. Borrower . (b) Each of Borrower, each Subsidiary Guarantor and each Sponsor 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In For and in consideration of PLK entering into the agreements of Collateral Agent Transaction Documents, and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Investor Parties, on behalf of itself themselves and its successorstheir respective Affiliates (the “Releasing Parties”), assignssolely with respect to matters arising at any time through the date of this letter agreement, hereby remise, release, acquit, satisfy, and other legal representativesforever discharge PLK, hereby fully, absolutely, unconditionally its Affiliates and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorstheir respective officers, directors, officersagents, attorneysemployees subsidiaries, employeesparent corporation, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as of their assignees (individually and together the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all demands, manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages and any and all other executions, claims, counterclaimsand demands whatsoever, defensesin law or in equity, rights which Releasing Parties, or any of set-offthem, demands and liabilities whatsoever ever had, now has, or which any their respective successors or assigns (but, for the avoidance of every name and naturedoubt, solely with respect to matters arising at any time through the date of this letter agreement) hereafter can, shall, or may have, whether known or unknown, suspected or unsuspected, both at law and in equity, which Borroweragainst the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior whatsoever, including with respect to the day Popeyes®, Tim Hortons® and Burger King® brands other than matters relating to the Transaction Documents. For the avoidance of doubt, notwithstanding anything to the contrary under this letter agreement, this Section II does not amend, modify, waive, abridge or provide any form of release with respect to (i) any of the Transaction Documents or any of PLK’s representations, warranties and covenants included therein and (ii) any claims that may arise after the date of this Amendmentletter agreement, includingincluding but not limited to contracts, agreements or documents with respect to other brands unrelated to Popeyes® (including without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges limitation to Tim Hortons 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveBurger King).

Release. In consideration of the agreements of Collateral Agent and each Lender the Required Holders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowerthe Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent New York Life and each Lender, Noteholder and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (AgentNew York Life, Lenders the Noteholders and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Company or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Agreement for or on account of, or in relation to, or in any way in connection with the Loan Agreement, NYL Note Facility or any of the other Loan Financing Documents or transactions thereunder or related thereto. Borrower The Company 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. Borrower The Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The Company acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Company under or in any way in connection with the NYL Note Facility or any of the other Financing Documents or transactions thereunder or related thereto as of the date hereof.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein Comverse agrees that for itself and for other good its current, former and valuable considerationfuture predecessors, the receipt Subsidiaries (including for this purpose any Subsidiary of Comverse that is also a Subsidiary of CTI), departments, divisions and sufficiency sections and for their successors, Affiliates (including for this purpose any Subsidiary of which are hereby acknowledgedComverse that is also a Subsidiary of CTI), Borrower, on behalf of itself and its successorsheirs, assigns, executors, administrators, Representatives, partners, members and other legal representativesshareholders, hereby fully(individually, absolutelyeach a “Releasor” and collectively, unconditionally the “Releasors”), in consideration for the transfer of the Transferred Assets, that, effective as of the Effective Time, it shall, through no further act of such Releasor, release, waive and irrevocably releases, remises completely and forever discharges Collateral Agent and each Lender, discharge CTI and its successors current, former and assignsfuture predecessors, and its present and former shareholdersSubsidiaries, affiliates, subsidiariesdepartments, divisions, predecessorssections, directorssuccessors (including, officersin the event of the Merger, attorneysVictory Acquisition I LLC), employeesAffiliates, agents heirs, assigns, executors, administrators, Representatives, partners and other representatives shareholders (Agentindividually, Lenders each a “Releasee” and all such other persons being hereinafter referred to collectively as collectively, the “Releasees” ”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch Releasees against and from, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: (a) The management of any circumstancethe business and affairs of Comverse (and its predecessors, action, cause or thing whatsoever which arises at any time Subsidiaries and Affiliates) and the Comverse Business on or prior to the day and date Distribution Date; (b) The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Certificate of Incorporation or on account of, or in relation to, or in any way in connection with the Loan AgreementBylaws of Comverse; and (c) Any other decision that may have been made, or any of action taken, relating to Comverse (and its predecessors, subsidiaries and Affiliates) or the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveDistribution.

Release. (a) In consideration of the payments to be made and the agreements of Collateral Agent and each Lender consideration provided by the Company hereunder and the covenants contained herein in the Letter, Consultant, on Consultant’s own behalf and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successorsConsultant’s heirs, assignsexecutors, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, releases and forever discharges the Company, its present subsidiaries and affiliates and their respective officers, agents, current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents successors, predecessors and assigns and any other representatives person, firm, corporation or legal entity in any way related to the Company or its subsidiaries and affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suitsstatutory rights, covenantsduties, contracts, controversies, agreements, promisesdebts, sums of money, accounts, billssuits, reckonings, damages contracts, agreements, controversies, promises, damages, obligations, responsibilities, liabilities and accounts of whatsoever kind, nature or description, direct or indirect, in law or in equity, in contract or in tort or otherwise, which Consultant ever had or which Consultant now has or hereafter can, shall or may have, against any and all other claimsof the Released Parties, counterclaimsfor or by reason of any matter, defensescause, rights of set-offor thing whatsoever up to the present time, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspected, both unsuspected at law and in equity, which Borrowerthe present time, or any of its successorswhich may be based upon pre-existing acts, assigns, claims or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises events occurring at any time on or prior up to the day date hereof which may result in future damages, including without limitation all direct or indirect claims either for direct or consequential damages of any kind whatsoever and date rights or claims arising under Title VII, any state civil-rights legislation, claims of this Amendmenthandicap discrimination, includingclaims relating to the termination of employment as referred to herein, without limitationand claims of age discrimination under the Age Discrimination in Employment Act of 1967, for or on account ofas amended (ADEA), or in relation to, or in any way in connection with the Loan Agreement, or against any of the Released Parties, other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that than (a) claims arising under 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 express provisions of this Agreement, (b) the right to receive benefits accrued through the end of the provisions of such releaseemployment period under the Company’s benefit plans and (c) claims arising under any applicable worker’s compensation statute. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner It is the final, absolute and unconditional nature intention of the parties that this general release set forth aboveby the Consultant will be construed as broadly as possible.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the foregoing agreements of Collateral Agent by the Partnership, you hereby agree to and each Lender contained herein do fully and for other good completely release, discharge and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders waive any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actionscomplaints, causes of action, actions, suits, covenantsdebts, sums of money, contracts, controversies, agreements, promises, sums or demands of moneywhatever kind, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known in law or unknown, suspected or unsuspected, both at law and in equity, which Borroweryou ever had, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to which you, your heirs, executors or administrators may have against the Releasees or any Partnership and its subsidiaries, affiliates, predecessors, successors and assigns, and each and all of them fortheir officers, upondirectors, or partners, associates, agents, shareholders and employees by reason of any circumstanceevent, actionmatter, cause or thing whatsoever which arises at any time on or has occurred prior to the day and date of execution of this AmendmentAgreement (hereinafter “Claims”). You understand and accept that this Agreement specifically covers, includingbut is not limited to, any and all Claims which you have or may otherwise have against the Partnership relating in any way to compensation, or to any other terms, conditions or circumstances of your employment with the Partnership and to your termination of such employment as contemplated hereby, whether for severance or based on statutory or common law claims for employment discrimination (including any claims under the Age Discrimination in Employment Act), wrongful discharge, breach of contract or any other theory, whether legal or equitable. Notwithstanding the foregoing, in no event shall you be deemed by this paragraph to have released any rights or claims you may have for payments or benefits under this Agreement or to seek indemnification with respect to liability incurred by you in your capacity as an officer or director of the Company, the Partnership or their affiliated entities. (b) In exchange for the benefits provided to them under this Agreement, the Partnership, the Company and their subsidiaries, divisions, affiliated entities, predecessors, successors and assigns hereby agree to and do fully and completely release you and your heirs, successors and assigns from any and all claims, causes of action, suits, demands and/or controversies of whatever kind, in law or equity, which has occurred prior to the date of the execution of this Agreement (hereinafter, “Company Claims”) arising out of your former employment with the Company and the Partnership. The Company Claims that are being released include for example, and without limitation, for or on account ofclaims arising under any federal, state, or in relation tocommon law, statute, regulation, or law of any other type. Furthermore, the releasers herein acknowledge that there are no lawsuits, charges or demands currently pending based on any claim released in this Section and that they promise never to file or prosecute a lawsuit complaint or charge based on the claims released in this Section. Notwithstanding the foregoing, the Company, the Partnership and their respective affiliates do not waive any way rights to which they may be entitled (i) to seek to enforce this Agreement or (ii) pursuant to any Company Claims that are founded upon or directly related to breach of fiduciary duty and/or willful or intentional misconduct in connection with the Loan Agreement, or any your capacity as a director of the other Loan Documents Company or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveFunds.

Release. In (a) Representative acknowledges that he or she is aware of no existing claim or defense, personal or otherwise, or rights of set off whatsoever that Representative has against the Company, Company Bank, First Foundation and/or First Foundation Bank, except as expressly provided herein. For and in consideration of the agreements consummation of Collateral Agent the Merger and each Lender contained herein the other transactions contemplated by the Merger Agreement, Representative, for himself or herself and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself his or her heirs and its assigns (the “Releasing Parties”), releases, acquits and forever discharges the Company, Company Bank, First Foundation and First Foundation Bank and their respective predecessors, successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneys, employees, agents and other representatives (Agentservants, Lenders attorneys and accountants, and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)persons, natural or corporate, in privity with them or any of and them, from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimsknown claims or causes of action of any kind whatsoever, counterclaimsat common law, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known statutory or unknown, suspected or unsuspected, both at law and in equityotherwise, which Borrowerthe Releasing Parties, or any of its successorsthem, assigns, has now existing or other legal representatives that may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason arise in respect of any circumstance, action, cause or thing whatsoever which arises at any time and all agreements and obligations incurred on or prior to the day and date of this AmendmentAgreement, includingor in respect of any event occurring or circumstances existing on or prior to the date of this Agreement (collectively, the “Released Claims”); provided, however, that the Company, Company Bank, First Foundation and First Foundation Bank shall not be released from: (a) any obligations to Representative under or arising out of this Agreement or the Merger Agreement; (b) any rights Representative has as an equity holder of the Company; (c) any claims of Representative arising out of Representative’s relationship as a depositor and/or borrower of Company Bank; (d) any potential claim for indemnification under the articles of incorporation or bylaws of the Company or Company Bank (in each case as in existence on the date of this Agreement) for any matters arising in connection with Representative’s service as a director, officer or employee of the Company or Company Bank relating to acts, circumstances, actions or omissions arising on or prior to the date of this Agreement to the extent such claims have not been asserted or are not known to Representative, and (e) any claims that cannot be released as a matter of law (collectively, the “Excluded Claims”). ​ ​ (b) Representative further releases the Company, Company Bank, First Foundation and First Foundation Bank from any unknown or unanticipated claims or damages arising out of or relating to the Released Claims (other than the Excluded Claims). For the purpose of effecting a full and complete release, Representative expressly acknowledges that, except for claims arising out of this Agreement (and the Excluded Claims), this Agreement is intended to include in its effect, without limitation, for any and all claims or on account ofcauses of action that Representative does not know of or suspect to exist in Representative’s favor as of the date of this Agreement and that this Agreement contemplates that all such claims and causes of action will be extinguished. (c) Representative shall execute and deliver to First Foundation and First Foundation Bank a release with the same provisions as set forth in Section 5 from the date of this Agreement through the Effective Time if requested to do so by First Foundation or First Foundation Bank at or after the Effective Time. (d) It is expressly understood and agreed that the terms hereof are contractual and not merely recitals, and that the agreements herein contained and the consideration herein transferred is to compromise doubtful and disputed claims, and that no releases made or other consideration given hereby or in relation toconnection herewith shall be construed as an admission of liability, or in any way in connection with all liability being expressly denied by the Loan AgreementCompany, or any of the other Loan Documents or transactions thereunder or related theretoCompany Bank, First Foundation and First Foundation Bank. Borrower understands, acknowledges Representative hereby represents and agrees warrants that the release consideration hereby acknowledged for entering into this Agreement and the transactions contemplated hereby is greater than the value of all claims, demands, actions and causes of action herein relinquished, released, renounced, abandoned, acquitted, waived and/or discharged, and that this Agreement is in full settlement, satisfaction and discharge of any and all such claims, demands, actions, and causes of action that Representative may have or be entitled to against the Company, Company Bank, First Foundation and First Foundation Bank and its predecessors, assigns, legal representatives, officers, directors, employees, attorneys and agents except as 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveSection 5 hereof.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of exchange for the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationCompany’s promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledgedExecutive, Borrowerincluding Executive’s heirs, on behalf of itself and its administrators, executors, spouse, if any, successors, assignsestate, representatives and other legal representativesassigns and all others claiming by or through him, hereby fullyvoluntarily and knowingly releases the Company, absolutelyits parent companies, unconditionally and irrevocably releasestheir subsidiaries, remises and forever discharges Collateral Agent and each Lenderjoint ventures, and its successors and assigns, and its present and former shareholdersdivisions, affiliates, subsidiaries, divisionsrelated companies, predecessors, successors, partners, members, directors, officers, attorneystrustees, employees, agents independent contractors, consultants, stockholders, owners, attorneys, agents, benefit plans, subrogees, insurers, representatives and other representatives assigns, and each of their respective officers, directors and employees, whether alleged to have acted in their official capacities or personally (Agentcollectively, Lenders the “Released Parties”) completely and forever, from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actionsclaims, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums or demands of moneyany kind, accountswhich he may now have, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected intentional or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have otherwise against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the Released Parties (the “Claims”), from the beginning of time to the Effective Date of this Agreement. Nothing in this Agreement is intended to waive claims: (i) that arise under any state’s workers’ compensation or unemployment laws; (ii) for reimbursement of business expenses incurred on behalf of the Company under the Company’s expense reimbursement policies; (iii) for vested rights Executive may have under any ERISA-covered employee benefit plans as of the date Executive signs this Agreement; (iv) that may arise after Executive signs this Agreement; (v) to enforce or challenge the validity of this Agreement; or (vi) which cannot be released. Notwithstanding any other Loan Documents term or transactions thereunder provision of this Agreement, nothing in this Agreement is intended or related theretoshall be construed to prohibit Executive, with or without notice to the Company (and/or any other Released Parties), from filing a charge with, directly communicating with or participating in any investigation or proceeding conducted by any local, state or federal agency regarding any possible law violation. Borrower understands, Executive acknowledges and agrees that agrees, however, that, except with respect to any award pursuant to 15 U.S.C. §78u-6 or any award administered by the release set forth above may be pleaded as a full U.S. Occupational Safety and complete defense Health Administration, Executive waives any right to monetary damages, attorneys’ fees, costs and may be used as a basis for an injunction against equitable remedies related to or arising from any actionsuch charge, suit or other proceeding which may be institutedensuing complaint or lawsuit, prosecuted filed by Executive or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveon Executive’s behalf.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowereach Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower Each Loan Party understands, acknowledges and agrees that the release set forth above (the “Release”) 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Without limiting the generality of the foregoing, each Loan Party hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party, including, without limitation, California Civil Code Section 1542, which provides: 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. Each Loan Party acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. Each Loan Party acknowledges that the Release constitutes a material inducement to Agent and Lender to enter into this Amendment and that Agent and Lender would not have done so but for Agent’s and Lender’s expectation that the Release is valid and enforceable in all events.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.such

Release. In consideration Upon execution of this Assignment by all of the agreements parties hereto and refinancing of Collateral Agent and each Lender contained herein and the indebtedness evidenced by the Prior Notes as provided in the Restated Credit Agreement, Mortgagor for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns (collectively, the "Releasing Parties") hereby forever releases, discharges and its present acquits each Prior Bank, Prior Secured Party and former shareholders, affiliates, subsidiaries, divisions, predecessorseach of their respective officers, directors, officers, attorneysshareholders, employees, agents agents, successors, assignees (including, without limitation, Banks and other Successor Secured Party), representatives and affiliates (Agentcollectively, Lenders the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actions, remedies, causes of action, suitsdebts, covenantsliabilities, contracts, controversiesdamages, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, costs (including, without limitation, for attorney's fees and all costs of court or on account ofother proceedings), expenses and losses of every kind or nature (INCLUDING, WITHOUT LIMITATION, OFFSETS, REDUCTIONS, REBATES OR CLAIMS OF USURY AND CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY OF THE RELEASED PARTIES) at this time known or unknown, direct or indirect, fixed or contingent, in law, by statute, admiralty or equity which the Releasing Parties ever had, now have, or in relation tohereafter can, shall or may have, for, upon or by reason or arising out of any act, occurrence, transaction or omission occurring from the beginning of time to the date of execution of this Assignment if related in any way to the Assigned Rights in connection with the Loan Agreement, or any respect of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveMortgagor.

Release. In consideration of the agreements of Collateral Agent and each the Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releasesrelease, remises remise and forever discharges Collateral Agent and each discharge the Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents employees and other representatives (Agent, Lenders the Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment and for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Documents or transactions thereunder hereunder or related theretothereunder. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Parent Borrower and each other Loan Party, on behalf of itself and its successors, successors and assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each LenderAgent, Lenders, and its their respective successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders the Collateral Agent, each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Parent Borrower and each other Loan Party or any of its their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents Documents, this Amendment or transactions thereunder or related thereto. thereto which arises at any time on or prior to the date of this Amendment. (b) The Parent Borrower and each other Loan Party 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. . (c) The Parent Borrower and each other Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date execution of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: 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.

Release. In consideration Each Obligor hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the agreements Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement 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 herein in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of each Obligor (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, absolutelyfinally, unconditionally and irrevocably releases, remises release and forever discharges discharge the Administrative Agent, the Collateral Agent Agent, each Lender and each Lenderof their respective Affiliates, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, attorneys, employeesconsultants and agents (collectively, agents and other representatives (Agent, Lenders the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which Borrower, any Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the day and date of hereof directly arising out of, connected with or related to this Amendment, including, without limitation, for the Credit Agreement or on account of, any other Loan Document (or in relation to, or in any way other document entered into in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovetherewith).

Release. In consideration of the agreements Required Banks' execution of Collateral Agent and each Lender contained herein this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower(x) the Borrower and each Guarantor hereby acknowledges that it has no defense, on behalf counterclaim, offset, cross-complaint, claim, or demand of itself and any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its successorsliability to pay or perform any of the Obligations, assignsor to pay or perform any of its other obligations with respect to any other loans or other extensions of credit or financial accommodations made available to or for its account by any one or more members of the Bank Group, or to seek affirmative relief or damages of any kind or nature from the Bank Group, and other legal representatives, (y) the Borrower and each Guarantor does hereby fully, absolutelyunconditionally, unconditionally and irrevocably releasesforever relieve, remises relinquish, release, waive, discharge, and forever discharges Collateral Agent hold harmless the Bank Group and each Lender, of its members and each of its successors and assigns, and its present member's current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, agents, attorneys, employeessuccessors, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), assigns of and from any and all demandsclaims, debts, actions, causes of action, suitsliabilities, covenantsdemands, contractsobligations, controversiespromises, acts, agreements, promisescosts, sums expenses (including but not limited to reasonable attorneys' fees) and damages of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name kind and nature, whether now known or unknown, suspected or unsuspectedbased upon, both at law and in equityresulting from, which Borrowerarising out of, or any of its successors, assigns, in connection with loans or other legal representatives may now extensions of credit or hereafter own, hold, have financial accommodations made by any one or claim more members of the Bank Group from time to have against time to or for the Releasees account of the Borrower or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentSubsidiary, including, without limitation, for or on account ofany Loans made under, or in relation toand Letters of Credit issued under, the Credit Agreement or in any way in connection connected with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that to any other instrument or document executed or delivered in -11- connection therewith and/or 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 administration or other proceeding which may be instituted, prosecuted collection thereof and/or collateral therefor or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveguaranties thereof.

Release. In consideration of the agreements payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of Collateral Agent ___________________________, 20__ (the “Employment Agreement”), by and between ________________________ (the “Employee”) and A.M. Castle & Co. (the “Employer”) (each Lender contained herein of Employee and for other good Employer, a “Party” and valuable considerationcollectively, the receipt and “Parties”), the sufficiency of which are hereby acknowledgedEmployee acknowledges, BorrowerEmployee, on behalf with the intention of itself binding Employee and its successorsEmployee’s heirs, assignsexecutors, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors administrators and assigns, does hereby release, remise, acquit and forever discharge Employer and each of its subsidiaries and affiliates (the “Employer Affiliated Group”), their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersEmployees, shareholders, agents, attorneys, employeesemployees and employee benefit plans (and the fiduciaries thereof), agents and other representatives the successors, predecessors and assigns of each of the foregoing (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeEmployer Released Parties”), of and from any and all demandsclaims, actions, causes of action, suitscomplaints, covenantscharges, contractsdemands, controversiesrights, agreementsdamages, promisesdebts, sums of money, accounts, billsfinancial obligations, reckoningssuits, damages and any and all other claimsexpenses, counterclaims, defenses, rights of set-off, demands attorneys’ fees and liabilities whatsoever of every name whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and nature, whether now known or unknown, suspected or unsuspected, both at law and in equitythat Employee, which Borrowerindividually or as a member of a class, now has, owns or holds, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises has at any time heretofore had, owned or held, arising on or prior to the day date hereof, against any Employer Released Party that arises out of, or relates to, the Employment Agreement, Employee’s employment with Employer or any of its subsidiaries and date affiliates, or any termination of this Amendmentsuch 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 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 on account oflocal statute, provision, order or in relation toregulation, or in and including, without limitation, any way in connection with the Loan Agreement, or any claim under Title VII of the other Loan Documents 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 transactions thereunder or related thereto. Borrower understandsanalogous state statute, 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.excepting only:

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein benefits received by the Company pursuant to this Third Amendment, and for other good and valuable considerationconsideration (the receipt, the receipt adequacy and sufficiency of which are hereby acknowledged), Borrowereffective on the date of this Third Amendment, the Company, on behalf of itself and its agents, representatives, officers, directors, 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 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 other legal representativesattorneys of any of them, hereby fullyeach in their capacities as such, absolutely(collectively, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from any and all demands, actionsclaims, causes of action, suits, covenantsobligations, contractsdemands, controversiesdebts, agreements, promises, sums liabilities, controversies, costs, damages, expenses and 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 moneyaction, accountsat law or in equity or otherwise, billsforeseen or unforeseen, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and naturematured or unmatured, known or unknown, suspected accrued or unsuspected, both at law and in equitynot accrued, which Borrowerany Releasor now has, has ever had or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on Releasee arising contemporaneously with or prior to the day and date of this Amendment, including, without limitation, for amendment or on account of or arising out of any matter, cause, circumstance or event occurring contemporaneously with or prior to the date of this amendment that relate to, arise out of, or in relation to, or in any way otherwise are in connection with the Loan Agreement, any or any all of the other Loan Transaction Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovecontemplated thereby.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Documents or transactions thereunder hereunder or related thereto. thereunder. (b) Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, to the extent permitted by applicable law, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code Section 1542, which states:

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “"Releasees” " and individually as a “"Releasee”"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, as of the date of this Amendment, both at law and in equity, which Borrowersuch Loan Party, or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, in each case for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Credit Agreement, any of the Other Documents or transactions thereunder or related thereto. Borrower understands; provided that nothing contained herein shall release any Releasee from any Claims resulting from the gross negligence, 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 willful misconduct or other proceeding which may be instituted, prosecuted or attempted in material breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence Credit Agreement or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveOther Documents by any Releasee as determined by a court of competent jurisdiction in a final non-appealable judgment or order or for any Claim arising with respect to obligations arising under this Amendment or the documents entered into as of the date hereof.