Common use of Release Clause in Contracts

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained therein.

Release. a. Each Credit Loan Party hereby acknowledges releases and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any forever discharges the Agents, the Lenders and each of their respective Affiliatesparents, subsidiaries and affiliates, past or present, and each of them, as well as each of Agents’ and Lenders’ directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by any Loan Party, and whether in law concealed or in equityhidden (collectively, under contract, tort, statute or otherwise“Claims”), which any Releasor Loan Party now owns or holds or has at any time heretofore had owned or held, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Financing Agreement, the other Loan Documents or this Amendment (collectively the “Released Matters”). Each Loan Party represents, warrants and agrees that in executing and entering into this release, they are not relying and have not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment or the Loan Documents. Each Loan Party has reviewed this release with the Loan Parties’ legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to any Loan Party or hereafter canbelieved by any Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any actsuch difference in facts. b. Each Loan Party acknowledges that it has been informed by its respective counsel of the provisions of Section 1542 of the California Civil Code and the possible applicability of those provisions to this Amendment. With the advice of its respective counsel, omission or thing whatsoever done or omitted to the extent the releases in this Amendment are deemed to be donegeneral releases in connection with the matters they encompass, the Borrowers and each Guarantor hereby expressly waives and relinquishes all rights and benefits which they have or may in each casethe future have under Section 1542 of the California Civil Code which reads 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, on 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 it may hereafter discover facts which are different from or prior in addition to those which they now know or believe to be true with respect to the Effective Date directly arising out ofLoan Documents or to the matters herein released, connected with and they agree that the Loan Documents shall be and remain in full force and effect in all respects notwithstanding any such different or related additional facts. The foregoing references to California law shall not in any way derogate from the provisions of Section 19 below, it being understood and agreed by all parties hereto that, as provided for in Section 19, New York law shall govern this Agreement, Amendment. c. The provisions of this Section 13 shall survive the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or termination of the agreements of any Noteholder contained thereinForbearance Period.

Release. Each Credit Loan Party hereby acknowledges releases and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any forever discharges the Agents, the Lenders and each of their respective Affiliatesparents, subsidiaries and affiliates, past or present, and each of them, as well as each of Agents’ and Lenders’ directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by any Loan Party, and whether in law concealed or in equityhidden (collectively, under contract, tort, statute or otherwise“Claims”), which any Releasor Loan Party now owns or holds or has at any time heretofore had owned or held, which are based upon or arise out of or in connection with any matter, cause or thing existing at any time prior to the date hereof or anything done, omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Financing Agreement, the other Loan Documents or this Amendment (collectively the “Released Matters”). Each Loan Party represents, warrants and agrees that in executing and entering into this release, they are not relying and have not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment or the Loan Documents. Each Loan Party has reviewed this release with the Loan Parties’ legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to any Loan Party or hereafter canbelieved by any Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any act, omission or thing whatsoever done or omitted to be done, such difference in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinfacts.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any a) As of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingdate hereof, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsInvestors, acts, omissions, events or circumstances would impair or otherwise adversely affect any on behalf of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationitself, each of the Credit Parties its Affiliates (which term as used in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives this Section 14 shall not include any portfolio company of each of the foregoingan Investor) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatespredecessors, directorssuccessors, officerspersonal representatives, employeesadvisors and assigns (each, agentsan “Investor Releasing Party” and, attorneys and consultants of each of the foregoing (collectively, the “Investor Releasing Parties”), hereby irrevocably releases and forever discharges the Company and the Company’s officers, directors, employees, predecessors, successors, assigns, advisors and subsidiaries (each, an “Investor Released Party” and, collectively, the “Investor Released Parties”) ), for and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, manners of actions, proceedings and causes, causes of action, in each casesuits, whether known or unknownliabilities, contingent or fixedrights, direct or indirectcosts, expenses (including, without limitation, attorneys’ fees and costs), claims and demands, of whatever nature kind or descriptionnature, and whether in law or in equity, under contractwhichever have or may have existed, tortor which do exist, statute or otherwise, which any Releasor has heretofore had or that may now or hereafter can, shall at any time be made or may have brought against any Investor Released Party by any Investor Releasing Party by reason of or in connection with any actmatter, cause, thing, action or omission whatsoever, arising, occurring, relating to or thing whatsoever done or omitted to be donein respect of any time up through and including the date of this Agreement, in each case, on or prior to the Effective Date directly including without limitation arising out of, connected with of or related to the Atlas Lawsuit (collectively, the “Investor Released Matters”); provided, however, that nothing in this paragraph will release any Investor Released Party from (i) any obligations under this Agreement or claims to enforce the terms of this Agreement, or (ii) claims that any Investor has no knowledge of as of the Note Purchase date of this Agreement. From and after the date hereof, each Investor, on behalf of itself and each of the Investor Releasing Parties, agrees to not, directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, instituting or maintaining, any action of any kind against any of the Investor Released Parties based upon or with respect to any Investor Released Matter(s); provided, however, that the foregoing shall not prevent the Investor or any of their representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas civil investigative demands or similar processes (a “Legal Requirement”) in connection with any legal process or proceeding that has not been initiated by, or on behalf of, the Investor or any of its representatives; provided, further, that in the event that any of the Investors or any of their representatives receives such Legal Requirement, the Investors shall give prompt written notice of such Legal Requirement to the Company. (b) As of the date hereof, the Company, on behalf of itself, each of its Affiliates and each of their respective predecessors, successors, personal representatives, advisors and assigns (each, a “Company Releasing Party” and, collectively, the “Company Releasing Parties”), hereby irrevocably releases and forever discharges the Investors and the Investor’s officers, directors, employees, managers, members, partners, predecessors, successors, assigns, advisors, current or former nominees, and subsidiaries (each, a “Company Released Party” and, collectively, the “Company Released Parties”), for and from any and all manners of actions, causes, causes of action, suits, liabilities, rights, costs, expenses (including, without limitation, attorneys’ fees and costs), claims and demands, of whatever kind or nature, in law or in equity, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Company Released Party by any Company Releasing Party by reason of or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and including the date of this Agreement, including, without limitation arising out of or related to the Atlas Lawsuit (collectively, the “Company Released Matters”); provided, however, that nothing in this paragraph will release any Company Released Party from (i) any obligations under this Agreement or claims to enforce the terms of this Agreement, or (ii) claims that the Company has no knowledge of as of the date of this Agreement. From and after the date hereof, the Company, on behalf of itself and each of the Company Releasing Parties, agrees to not, directly or indirectly (including, without limitation, in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other Transaction Documentparty in commencing, instituting or maintaining, any action of any kind against any of the Company Released Parties based upon or with respect to any Company Released Matter(s); provided, however, that the foregoing shall not prevent the Company or any of its representatives from responding to a Legal Requirement in connection with any legal process or proceeding that has not been initiated by, or on behalf of, the Company or any actof its representatives; provided, further, that in the event that any of the Company or transaction related or attendant theretoany of its representatives receives such Legal Requirement, or the agreements Company shall give prompt written notice of any Noteholder contained thereinsuch Legal Requirement to the Investors.

Release. Each Credit Party hereby acknowledges forever releases, waives, and agrees that: (a) neither it nor any of discharges Lender, its Subsidiaries has any claim or cause of action against any Noteholder (or any Affiliates, their predecessors, successors, and assigns, and each of their respective Affiliatesofficers, directors, officersshareholders, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesrepresentatives, and all of their Subsidiaries and Affiliatesconsultants (each, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the a “Released PartiesParty”) from any and all debts, claims, allegationsactions, obligationsinvestigations, demands, damages, costsand expenses, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever kind or nature or descriptionand however characterized, and whether in law or at law, in equity, under contract, tort, statute or otherwise, which that any Releasor Credit Party has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any actParty, omission known or thing whatsoever done unknown, foreseen or omitted to be doneunforeseen, now existing or arising in each casethe future, based in whole or in part on facts (whether or not now known), existing on or prior before the date hereof, that relate to the Effective Date directly arising or arise out ofof this Modification, connected with or related to this Agreementany other Loan Document, the Note Purchase Agreement or any other Transaction Documenttransactions contemplated thereby, or any actacts or omissions in connection therewith. Each Credit Party agrees not to assert any claim, event or transaction related or attendant theretos▇▇, or otherwise institute any court or other legal proceeding against any Released Party that is covered by the agreements of any Noteholder contained thereinreleases set forth herein. FURTHER, EACH CREDIT PARTY EXPRESSLY WAIVES ANY PROVISION OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WITH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY’S AGREEMENT WITH THE RELEASED PARTIES.

Release. Each Credit Party (a) Purchaser on behalf of itself and its respective predecessors, successors, assigns and Affiliates (“Purchaser Releasors”) hereby acknowledges irrevocably and agrees thatunconditionally: (a) neither it nor forever discharges, waives, relieves and releases Oramed and its Affiliates, subsidiaries and its and their respective predecessors, successors, assigns, Affiliates and present and former officers, directors, agents, employees and representatives from any and all actions, suits, claims, causes of action, demands, obligations and/or liabilities (“Claims”), whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued that any Purchaser Releasor had, has or hereafter may have, which are related to or arise from the issuance, purchase, ownership, exercise or disposition or the terms or provisions of the Subject Warrants or the Warrant Shares of or by Oramed (or any other agreement to which Oramed is a party relating to the Subject Warrants, including the Tranche A Note and the SPA); (b) agrees not to (and to cause each Purchaser Releasor’s officers, directors, agents, employees and representatives not to), and hereby waives any right to, commence any Claim relating to, challenging the validity of or seeking to enjoin the operation or exercise of the Subject Warrants (or any provision thereof); and (c) waives and relinquishes all rights and benefits under applicable law, including any state law or any common law principles limiting waivers of unknown claims; provided that nothing contained in this Section 7 will operate to release Oramed from its obligations under this Agreement and the Assignment Forms. This Section 7 is a material inducement to the entrance by Oramed into this Agreement. Purchaser hereby agrees to indemnify and hold harmless Oramed against any Claims to which Oramed may become subject to insofar as such Claims arise out of or are based upon any misrepresentation of Purchaser or Purchaser’s failure to perform any of its Subsidiaries has any claim covenants or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationAgreement. (b) Effective solely upon the Final Warrant Closing, each Oramed on behalf of the Credit Parties (in each case, for itself and its Subsidiaries respective predecessors, successors, assigns and Affiliates (“Oramed Releasors”) hereby irrevocably and the unconditionally: (a) forever discharges, waives, relieves and releases Purchaser and its Affiliates, subsidiaries and its and their respective predecessors, successors, assigns, heirs Affiliates and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally present and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesformer officers, directors, officers, employees, agents, attorneys employees and consultants of each of the foregoing (collectively, the “Released Parties”) representatives from any and all debtsClaims, claimswhatsoever, allegationsof every name and nature, obligationsboth at law and in equity, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent accrued or fixedunaccrued that any Oramed Releasor had, direct has or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisehereafter may have, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or are related to this Agreementor arise from the issuance, purchase, ownership, exercise or disposition or the Note Purchase Agreement terms or provisions of the Subject Warrants or the Warrant Shares of or by Purchaser (or any other Transaction Documentagreement to which Purchaser is a party relating to the Subject Warrants, including the Tranche A Note and the SPA); (b) agrees not to (and to cause each Oramed Releasor’s officers, directors, agents, employees and representatives not to), and hereby waives any right to, commence any Claim relating to, challenging the validity of or seeking to enjoin the operation or exercise of the Subject Warrants (or any actprovision thereof); and (c) waives and relinquishes all rights and benefits under applicable law, event including any state law or transaction related or attendant thereto, or any common law principles limiting waivers of unknown claims; provided that nothing contained in this Section 7 will operate to release Purchaser from its obligations under this Agreement. This Section 7 is a material inducement to the agreements of any Noteholder contained thereinentrance by Purchaser into this Agreement.

Release. Each of the Borrower and each Guarantor may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Party Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Lead Arranger, the Co-Lead Arranger, the Issuing Lender, the Swingline Lender, the Borrower and the Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the Borrower and each Guarantor makes the releases contained in this Section 11. In consideration of the Administrative Agent and the Lenders entering into this Amendment, each of the Borrower and each Guarantor hereby acknowledges fully and agrees that: (a) neither it nor any unconditionally releases and forever discharges each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of the Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender and their respective Affiliates, directors, officers, employees, agentssubsidiaries, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesbranches, and all of their Subsidiaries and Affiliatesaffiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employeesattorneys, agents, attorneys representatives, successors and consultants assigns and all persons, firms, corporations and organizations acting on any of each of the foregoing their behalves (collectively, the “Released Parties”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casecosts or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, contingent liquidated or fixedunliquidated, direct fixed or indirectcontingent, and of whatever nature asserted or descriptionunasserted, and whether in law foreseen or in equityunforeseen, under contractmatured or unmatured, tortsuspected or unsuspected, statute anticipated or otherwiseunanticipated, which the Borrower or any Releasor has heretofore Guarantor has, had, claims to have had or now or hereafter can, shall or may claims to have against any the Released Party Parties by reason of any actact or omission on the part of the Released Parties, omission or thing whatsoever done or omitted to be doneany of them, in each case, on or occurring prior to the Effective Date directly arising out ofdate on which this Amendment is executed, connected with including all such loss or related 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 AgreementAmendment is executed, including the administration or enforcement of the Loans, the Note Purchase Obligations, the Credit Agreement or any other Transaction Documentof the Loan Documents (collectively, all of the foregoing, the “Claims”). Each of the Borrower and each Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Borrower or any act, event or transaction related or attendant thereto, or Guarantor against the agreements Released Parties which is not released hereby. Each of any Noteholder contained thereinthe Borrower and each Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any For value received, including without limitation, the agreements of the Lenders in this Agreement, each Obligor, on behalf of itself and its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatessuccessors and assigns, and its current and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesattorneys, advisors, consultants, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ReleasorsReleasing Parties”) does ), hereby fullyabsolutely, finallyunconditionally, unconditionally and irrevocably release, waive releases and forever discharge each Noteholder discharges the Agent and each of the Lenders, and their respective Affiliatescurrent and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys attorneys, advisors, consultants, and consultants of each of the foregoing other representatives (collectively, the “Released Parties”) of and from any and all debtsclaims (including, claimswithout limitation, allegationsall counterclaims, obligationscrossclaims, damagesdefenses, costs, attorneys’ fees, suits, demands, liabilitiesrights of set-off and recoupment), actions, proceedings and causes of action, acts and omissions, controversies, demands, suits, and other liabilities (collectively, the “Claims”) of every kind or nature whatsoever, both in each caselaw and in equity, whether known or unknown, contingent which any Releasing Party has or fixedever had against the Released Parties prior to, direct or indirectthrough, and including this date, including, without limitation, Claims arising out of whatever nature the existing financing arrangements between the Borrower(s) and the Lenders and any Claim of breach of the duty of good faith and fair dealing based on, among other things, the Released Parties’ exercise of discretion under the Loan Documents. The Loan Parties hereby represent and warrant that, on behalf of themselves and their successors, assigns and legal representatives, they have not sold, conveyed, assigned, pledged, hypothecated, or descriptionotherwise encumbered all or any part of the Claims released in this Section. The Loan Parties hereby acknowledge and agree that, on behalf of themselves and their successors, assigns and legal representatives, the Released Parties have at all times acted in good faith with regard to the consummation and administration of the Loan Documents. Each Obligor acknowledges and agrees that, as of the date hereof, it does not have any Claim against the Released Parties, each of which such Obligor, on behalf of itself and its successors, assigns and legal representatives, hereby expressly waives. Each Obligor hereby confirms that the foregoing waiver and release is an informed waiver and release and is being freely given. (b) Each Obligor further agrees, on behalf of itself and its successors, assigns, and legal representatives, not to commence, institute, or prosecute any lawsuit, action or other proceeding, whether in law or in equityjudicial, under contract, tort, statute administrative or otherwise, which to collect or enforce any Releasor has heretofore had Claim. If any Obligor or now any of its successors, assigns, or hereafter canlegal representatives violates the foregoing covenant, shall or may have against the Obligors hereby agree, on behalf of themselves and their successors and assigns, to jointly and severally pay, in addition to any damages as any Released Party may sustain as a result of such violation, all attorneys fees and costs incurred by reason any Released party as a result of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinsuch violation.

Release. Each Credit Party Effective upon Closing, each Seller, on behalf of such Seller and each of such Seller’s heirs, representatives, successors, and assigns, hereby acknowledges releases and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatesforever discharges the Company and the officers, directors, officersmanagers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesstockholders, and all of their Subsidiaries and controlling persons, representatives, Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assignsassigns (individually, heirs a “Releasee” and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released PartiesReleasees”) from any and all debtsActions, claimsOrders, allegationsDamages, obligationsLiabilities, damagesand, costsexcept as expressly contemplated by this Agreement, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseContracts whatsoever, whether known or unknown, contingent suspected or fixedunsuspected, direct or indirect, both at Law and of whatever nature or description, and whether in law or in equity, under contractwhich such Seller or any of such Seller’s respective heirs, tortrepresentatives, statute successors or otherwiseassigns now has, which any Releasor has heretofore have ever had or now or may hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be donethe respective Releasees, in each case, on arising contemporaneously with or prior to the Effective Date Closing Date. Each Seller hereby irrevocably covenants to refrain from, directly arising out ofor indirectly, connected with asserting any cause of Action, or related commencing, instituting or causing to be commenced, any Action, of any kind against any Releasee, based upon any matter purported to be released hereby. Notwithstanding anything to the contrary in this Agreement, the Note Purchase execution and delivery of this Agreement shall not impair or diminish any of the rights or obligations of any of the Sellers pursuant to, nor shall anything herein operate as a release of any claim for Damages that any Seller may have against the Company or other Party hereto pursuant to: (a) this Agreement or any other Transaction Document, or (b) any actevent, event condition, circumstance, practice, incident, action, omission, negligence, fault or transaction related plan first existing or attendant thereto, or occurring after the agreements date of any Noteholder contained thereinthis Agreement.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any party hereto, on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the respective affiliates, subsidiaries, successors, assigns, heirs officers, directors, employees and representatives of each of the foregoing) (collectively, the “Releasors”) does "Releasing Persons"), hereby agrees that no party shall have any remaining obligations, liabilities or duties under the Merger Agreement (other than the duties of PMC and SPPR pursuant to Section 11.6 thereunder), the Confidentiality Agreement, the Sale Agreement or the Master Lease and such agreements shall, except as specifically set forth herein, be of no further force or effect. The parties hereto fully, finally, forever and unconditionally and irrevocably release, waive acquit and forever discharge each Noteholder other and each of their respective Affiliatesaffiliates, subsidiaries, officers, directors, officers, employeestrust managers, agents, attorneys attorneys, consultants, employees and consultants representatives and the predecessors, successors and assigns of each of the foregoing them (collectively, the “"Released Parties”) Persons"), with all Released Persons who are natural persons being so released, acquitted and discharged in both their individual as well as their official capacities, from any and all debts, claims, allegationscontroversies, obligationscovenants, damagesrepresentations, costs, attorneys’ fees, suitswarranties, demands, liabilitiespromises, actionscontracts, proceedings and agreements, causes of action, in each casesuits, liabilities, obligations, debts or other responsibility of whatever kind or nature, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contractwhich the Releasing Persons ever had, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall have or may have against any Released Party Person for any matter, thing, event, action or omission which in any way, directly or indirectly, relates to or arises out of or is connected to the Transaction Agreements, any of the transactions contemplated thereby, including, without limitation by reason of any actor in connection with the termination of the Transaction Agreements, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Documentacts, facts, omissions, transactions, occurrences or any act, event or transaction related or attendant other subject matters relating thereto, arising therefrom or in connection therewith; provided, however, that nothing contained herein shall release any obligation under this Termination Agreement or claim to enforce it. Notwithstanding the agreements foregoing, the parties agree that PMC and SPPR shall not be released from their respective obligations under Section 11.6 of any Noteholder contained thereinthe Merger Agreement which Section shall survive.

Release. Each Credit Party hereby acknowledges of Borrower and agrees that: (a) neither it nor any Guarantor, on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any itself and each of their respective Affiliatespast, present and future subsidiaries, affiliates, divisions, directors, shareholders, officers, employees, agentspartners, members, managers, representatives, advisors, servicers, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) agents and each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries respective heirs, transferees, executors, administrators, personal representatives, legal representatives, predecessors, successors and Affiliatesassigns (including any successors by merger, under the Note Purchase Agreement consolidation or acquisition of all or a substantial portion of any such Persons’ assets and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationbusiness), each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) their capacity as such (collectively, the “ReleasorsReleasing Parties”) does ), hereby fully, finally, unconditionally and irrevocably release, waive releases and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) discharges all Indemnified Parties from any and all debtsLiabilities (including any Liabilities which any Releasing Party does not know or suspect to exist in its favor as of the date hereof, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes which if known by such Releasing Party might have affected such Releasing Party’s release of action, in each case, whether known or unknown, contingent or fixed, direct or indirectan Indemnified Party, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which including any Releasor has heretofore had or now or hereafter can, shall Servicing Claims) that are or may have against any Released Party by reason of be based in whole or part on any act, omission omission, transaction, event, or thing whatsoever done other circumstance taking place or omitted to be done, in each case, existing on or prior to the Effective Date directly date hereof, which the Releasing Parties or any of them may have or which may hereafter be asserted or accrue against Indemnified Parties or any of them, resulting from or in any way relating to any act or omission done or committed by Indemnified Parties, or any of them, prior to the date hereof in each case connection with or arising out of, connected of the Loan or the Loan Documents. The releases contained in this Section 9 apply to all Liabilities which the Releasing Parties or any of them have or which may hereafter arise against the Indemnified Parties or any of them in connection with or related arising out of the Loan or the Loan Documents, as a result of acts or omissions occurring before the date hereof, whether or not known or suspected by the parties hereto. Each of Borrower and Guarantor expressly acknowledges that although ordinarily a general release does not extend to claims which the releasing party does not know or suspect to exist in his, her or its favor, which if known by him, her or it must have materially affected his, her or its settlement with the party released, each of Borrower and Guarantor has carefully considered and taken into account in determining to enter into this Agreement the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each of Borrower and Guarantor, on behalf of itself and all of the Releasing Parties expressly waives any and all rights conferred upon it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party, including the following provisions of California Civil Code Section 1542: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release by Releasing Parties shall constitute a complete defense to any Liability released pursuant to this Agreement, the Note Purchase Agreement release. Nothing in this release shall be construed as (or shall be admissible in any legal action or proceeding as) an admission by any Co-Lender or any other Transaction DocumentIndemnified Party that any Liability exists which is within the scope of those hereby released. This Section 9 shall survive the repayment and performance of all obligations under the Loan Documents, and the reconveyance, foreclosure, or any act, event or transaction related or attendant thereto, or the agreements other extinguishment of any Noteholder related security instruments. For the avoidance of doubt, by agreeing to this Section 9, Releasing Parties represent and acknowledge that none of them may seek to use any of the Liabilities released herein as a set-off of any other obligation that may exist between any Releasing Party and Indemnified Party. In addition, Liabilities released herein shall include any Releasing Party’s right to contribution or any other similar demand that might otherwise exist (and the terms of this sentence shall control over any conflicting provision in any other Loan Document). In no event shall the provisions of this Section 9 be deemed to limit any other release of any Indemnified Parties under any other Loan Document and all such releases of any Indemnified Parties shall be read in the broadest possible manner notwithstanding anything contained thereinherein.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations As an inducement to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) Buyer to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in enter into this Agreement and any agreements ancillary hereto to which it will be a party and consummate the transactions contemplated hereby and thereby and for other good and valuable sufficient consideration, each of the Credit Parties (in each caseSellers, for with the intention of binding itself and its Subsidiaries any other Person to the extent claiming through such Seller (including such Seller’s Affiliates, Representatives, heirs, executors, administrators and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) ), does hereby fully, finally, (effective as of and subject to the Closing) unconditionally and irrevocably release, waive acquit and forever discharge each Noteholder Buyer and each of their respective Affiliatesits past, directorspresent and future Affiliates and Representatives, officersincluding the Company, employeesand all Persons acting by, agentsthrough, attorneys and consultants under, or in concert with any of each of the foregoing such Persons (collectively, the “Released PartiesReleasees”) ), of and from any and all debtsActions, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casesuits, whether arbitrations, other proceedings, demands, debts, Contracts, promises, Liabilities and Losses of any nature whatsoever, known or unknown, contingent suspected or fixedunsuspected, direct fixed or indirectcontingent, and of whatever nature direct, derivative, vicarious or descriptionotherwise, and whether based in law or in equity, under contract, tort, statute or otherwiseother legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (collectively, a “Claim”), which any Releasor has heretofore had or the Releasors now or hereafter can, shall have or may hereafter have against the Releasees, or any Released Party of them, by reason of any matter, cause, act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly any way arising out of, connected based upon, or relating to such Seller’s ownership of Sale Shares, the organization of the Company, or the operation of the Company’s business prior to the Closing (the “Released Matters”); provided, however, that nothing set forth in this Section 8.9 shall release or otherwise affect (i) the right or ability of any such Seller to fully enforce its rights and remedies under this Agreement or any ancillary agreements hereto to which it is a party in accordance with the terms hereof and thereof, (ii) the right of any Releasor to indemnification or insurance benefits under any insurance policy in effect as of the date hereof maintained by or covering the Company or its operations, or from the Company (under its Constitutive Documents or under a Contract), with respect to such Releasor’s service as a director, officer, employee or agent of the Company, (iii) the right of any Releasor to unpaid compensation or other payment for services as an employee of or independent contractor to the Company or to receive benefits under any Company Plan, (iv) any rights of any Releasor arising from or related to fraud or criminal activity committed by any Releasee, (v) any rights of a Releasor in respect of any unknown claims that a Releasor may have arising out of any contractual or commercial relationship such Releasor may have with a Releasee other than the Company that is unrelated to this Agreement, the Note Purchase Agreement or the transactions contemplated hereby, or (vi) any rights of any Releasor that, under applicable Law, cannot be waived. Each Seller expressly consents that this general release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Matters (notwithstanding any Law that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Claims). (b) Each Seller represents and warrants, on a several basis, to Buyer that there has been no assignment or other transfer of any interest in any Claim arising out of or based upon any of the Released Matters which such Seller may have against any of the Releasees, and each Seller agrees to indemnify and hold the Releasees harmless from, and compensate and reimburse them for, any Liabilities, Claims or Losses incurred as a result of any Person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such party. (c) Each Seller represents and warrants, on a several basis, to Buyer that neither it nor its Affiliates has filed, and such Seller shall not, and shall cause its Affiliates not to, file or otherwise seek to assert or assist any other Transaction DocumentPerson in filing or otherwise seeking to assert, nor as of the date hereof has, any Claim arising out of or based upon any of the Released Matters against any of the Releasees. Each Seller agrees that if it hereafter commences, joins in, or in any actmanner seeks relief through any Action arising out of, event or transaction related or attendant theretobased upon, or relating to any of the agreements Claims released hereunder, or in any manner asserts against the Releasees any of the Claims released hereunder, including through any Noteholder contained thereinmotion to reconsider, reopen or appeal the dismissal of the Action, and the Releasees are the prevailing party in such Action, then such Seller shall pay to the Releasees against whom such Claim(s) is asserted all Losses incurred by such Releasees in defending or otherwise responding to such Claim.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any In consideration for the Purchase Price, as of and following the Closing Date, Seller, on behalf of itself, its Subsidiaries has any claim or cause of action against any Noteholder predecessors and assigns and its Affiliates (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of which shall not include the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement Company and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoingOther Seller Subsidiaries) (collectively, the “ReleasorsReleasing Parties”) does hereby fullyknowingly, finallyvoluntarily, irrevocably and unconditionally releases, forever discharges, and irrevocably releasecovenants not to ▇▇▇ the Purchaser and its Affiliates (including Parent, waive the Company and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing Other Seller Subsidiaries) (collectively, the “Released Parties”) from or for any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Releasing Party has or may have, now or in each casethe future, arising out of, relating to, or resulting from any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever from the beginning of time to the Closing Date (“Released Causes of Action”); provided, however, that none of the releases in this Section 5.12 shall limit or otherwise affect the respective rights and obligations of the parties hereto with regard to any rights, claims, demands, actions or causes of action arising out of this Agreement or any Related Agreement. (b) It is further agreed and understood that the release set forth in this Section 5.12 is a full and final release of all Released Causes of Action whether known or unknown, contingent fixed or fixedcontingent, direct manifested or indirectunmanifested. Each Releasing Party hereby irrevocably covenants to refrain from, and directly or indirectly, asserting any Released Causes of whatever nature Action, or descriptioncommencing, and whether in law instituting, or in equitycausing to be commenced, under contractany suit, tortaction, statute claim, investigation or otherwise, which proceeding of any Releasor has heretofore had or now or hereafter can, shall or may have kind against any Released Party, based upon any matter released hereby. Each Releasing Party by reason hereby waives the protection of any act, omission provision of any law that would operate to preserve claims that are unknown as of the Closing Date or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or at any other Transaction Documenttime. Each Releasing Party specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 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. (c) As to each and every Released Causes of Action released hereunder, each Releasing Party also waives the benefit of each other similar provision of applicable Law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Releasing Party acknowledges that the release made in this Section 5.12 is a material inducement to each Released Party’s decision to enter into this Agreement and to consummate the transactions contemplated hereby. Each Releasing Party represents that it has not made any assignment or any act, event or transaction related or attendant thereto, or the agreements transfer of any Noteholder contained thereinReleased Causes of Action.

Release. Each Credit Party hereby acknowledges To induce Buyer to enter into this Extension Agreement, and agrees that: in consideration thereof, each of Seller and Guarantor, on behalf of itself and its affiliates and its and their successors and assigns (a) neither it nor any of the “Seller Parties”), jointly and severally releases, acquits and forever discharges Buyer and its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatessubsidiaries, parents, affiliates, officers, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, partners, successors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs both present and representatives of each of the foregoing) former (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Buyer Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, manner of actions, proceedings and causes of action, in each casesuits, debts, controversies, damages, judgments, executions, claims (including without limitation crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, contingent whether now existing or fixedhereafter arising, direct whether asserted or indirectunasserted, in contract, tort, law or equity which Seller or any other Seller Party has or may have against any of the Buyer Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof, including but not limited to any claim or defense that relates to, in whole or in part, directly or indirectly, (i) the making or administration of the Transactions under the Repurchase Agreement, the Transaction Documents, the Security Documents or the Transfer Documents, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”, (ii) any covenants, agreements, duties or obligations set forth in the Repurchase Agreement or any Transaction Document, Security Document or Transfer Document, (iii) any actions or omissions of whatever nature any of the Buyer Parties in connection with the initiation or descriptioncontinuing exercise of any right or remedy contained in the Repurchase Agreement or any Transaction Document, and whether in Security Document or Transfer Document or at law or in equity, under contract(iv) lost profits, tort(v) loss of business opportunity, statute (vi) increased financing costs, (vii) increased legal or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Documentadministrative fees, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained therein(viii) damages to business reputation.

Release. Each Credit Party hereby acknowledges By signing this Agreement, but effective as of the consummation of the Recapitalization in accordance with the terms hereof and agrees that: (a) neither it nor any assuming all convertible debtholders are signatory hereto and all stockholders holding in excess of 2/3rds of the outstanding shares of Series A Preferred Stock, 2/3rds of the outstanding shares of Series B Preferred Stock and 51% of the shares of Common Stock of the Company are signatory hereto, each holder of Convertible Debt and each Stockholder shall be deemed to have unconditionally and irrevocably released, acquitted and forever discharged the Company together with its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatesofficers, directors, officers, employeesstockholders, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesbankers, and all of their Subsidiaries and Affiliatesrepresentatives, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agentsnote holders, attorneys and consultants of each of the foregoing (collectivelyinvestment bankers, the “Released Parties”) together with their respective affiliates and agents, both past and present, from any and all debtsclaim, claimsdemand, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known obligation or unknown, contingent or fixedliability, direct or indirect, and known or unknown, arising from any act or omission from the beginning of whatever nature time up to the Recapitalization Date (a "Claim") except as hereinafter provided in this Section 5.6. Without limiting the generality of the foregoing, it is understood that this release shall include any Claim arising from any statement or descriptionrepresentation, verbal or written, and whether any act or omission made in law connection with any offer or sale of any security. However, notwithstanding anything in equitythis Agreement to the contrary, under contractnone of J▇▇▇▇ ▇. ▇▇▇▇▇, tortJD Investments, statute Inc. or otherwiseSonoran Pacific Resources, which Inc. or any Releasor has heretofore had of their affiliates shall be deemed to have released, acquitted or discharged the Company with respect to any claim that it may now or at any time hereafter canhave, shall including only any claim or may have against right under any Released Party by reason applicable security agreement or security interest that, as of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to date of this Agreement, relates to: (i) the Note Purchase Agreement credit card or any cards issued to or for the benefit of the Company the performance of the obligations of the Company with respect to which have been guaranteed by J▇▇▇▇ ▇. ▇▇▇▇▇, (ii) the line of credit in the amount of $500,000 extended to the Company by Western State Bank that has been guaranteed by J▇▇▇▇ ▇. ▇▇▇▇▇ and the security agreements and other Transaction Document, or any act, event or transaction related or attendant documentation executed with respect thereto, or and (iii) The financing in an amount of $155,000 provided to the Company by Genesis Finance Corporation that has been guaranteed by J▇▇▇▇ ▇. ▇▇▇▇▇ and the security agreements of any Noteholder contained thereinand other documentation executed with respect thereto.

Release. Each In further consideration of Administrative Agent’s and Lenders’ execution of this Agreement, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection debtor-in-possession with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations respect to the such Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successorsParty), assigns, heirs subsidiaries and representatives of each of the foregoing) Affiliates (collectively, the “Releasors”) does ), hereby fullyforever releases each Agent, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder Issuing Bank and each of Lender and their respective successors, assigns, parents, subsidiaries, Affiliates, directors, officers, employees, agentsdirectors, agents and attorneys and consultants of each of the foregoing (collectively, the “Released PartiesReleasees”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actionsresponsibilities, proceedings disputes, causes, damages, actions and causes of actionactions (whether at law or in equity) and obligations of every nature whatsoever, in each casewhether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any that such Releasor has heretofore had or now or hereafter can, shall or may have against the Releasees, or any Released Party by reason of them, which arise from or relate to any actactions which the Releasees, omission or thing whatsoever done any of them, have or may have taken or omitted to be done, take in each case, on connection with the Credit Agreement or the other Credit Documents prior to the Effective Date directly arising out ofdate hereof (including, connected without limitation, with or related respect to this the Obligations, any Collateral, the Credit Agreement, any other Credit Document) and any third parties liable in whole or in part for the Note Purchase Obligations. This provision shall survive and continue in full force and effect whether or not each Credit Party shall satisfy all other provisions of this Agreement or the other Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing 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 Transaction Documentproceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Credit Party hereby agrees to indemnify and hold the Releasees, or any actof them, event harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or transaction related disbursements of any kind or attendant theretonature whatsoever incurred by the Releasees, or the agreements any of them, whether direct, indirect or consequential, as a result of, arising from or relating to any proceeding by or on behalf of any Noteholder contained thereinPerson, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of any Credit Party or any parent, subsidiary or Affiliate of any Credit Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with any matter which is the subject of the release set forth in this Section 9. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Agreement and the other Credit Documents.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Effective immediately upon the full payment to Beneficiary, and receipt by the Owners, of the Toshiba Obligation Amount, each of the Owners on behalf of itself and its present and former agents, Affiliates, principals, shareholders, stakeholders, predecessors, subsidiaries, successors and assigns (collectively, the “Owner Releasing Parties”) hereby fully, finally and forever releases, acquits and discharges Toshiba, the Toshiba Affiliates, and any Toshiba Third Parties (but in no event including the WEC Debtors, any subsidiaries or any WEC Third Parties thereof (such parties collectively, the “Toshiba Released Parties”)) from any and all manner of action, causes of action, claims, demands, lawsuits, attorneys’ fees and costs, losses, expenses, damages, right to equitable remedy if such breach gives rise to a right of payment, or liabilities of whatever kind and nature whatsoever, whether now known or unknown, asserted or unasserted, suspected or unsuspected, whether arising under federal, state, local, statutory, common, foreign or administrative Law, or any other Law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, disputed or undisputed, at law or in equity, secured or unsecured that any of its Subsidiaries has the Owner Releasing Parties heretofore had, or now or hereafter have, own or hold, or could assert directly or indirectly, against Toshiba in any claim forum, arising out of or cause of action against related to (a) the EPC Agreement and any Noteholder and all related documents, and (b) the Toshiba Guaranty; provided, however, that nothing in this Section 5.7(a) shall release Toshiba or any of the other Toshiba Released Parties from any obligation under any contract or agreement to which it is a party (other than the Toshiba Guaranty), including this Agreement (including under Section 2.5), any other contract in connection with Toshiba’s or any other Toshiba Released Party’s role as supplier to the Summer Facility, and any services agreements entered into by Toshiba and the Owners. For the avoidance of doubt, if a Third Party is both a Toshiba Third Party and a WEC Third Party, the release contained herein only pertains to such Third Party in its capacity as a Toshiba Third Party. (b) Effective immediately upon the effectiveness of the release contemplated by Section 5.7(a), Toshiba, on behalf of itself and its present and former agents, Affiliates, principals, shareholders, stakeholders, predecessors, subsidiaries, successors and assigns, excluding the WEC Debtors and any subsidiaries thereof (collectively, the “Toshiba Releasing Parties”, together with the Owner Releasing Parties, the “Releasing Parties”) hereby fully, finally and forever releases, acquits and discharges each of the Owners and each of their respective agents, Affiliates, executives, employees, attorneys, advisors, accountants, auditors, representatives, associates, directors, officers, employeespartners, agentsprincipals, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesinsurers, and all of their Subsidiaries and Affiliatespredecessors, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingsubsidiaries, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assignsestates, heirs heirs, executors, trusts, trustees, administrators, licensees and representatives of each of the foregoing) assigns (collectively, the “ReleasorsOwner Released Parties”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of together with the foregoing (collectivelyToshiba Released Parties, the “Released Parties”) from any and all debtsmanner of action, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseclaims, demands, lawsuits, attorneys’ fees and costs, losses, expenses, damages, right to equitable remedy if such breach gives rise to a right of payment, or liabilities of whatever kind and nature whatsoever, whether now known or unknown, contingent asserted or fixedunasserted, direct suspected or indirectunsuspected, and of whatever nature whether arising under federal, state, local, statutory, common, foreign or descriptionadministrative Law, and or any other Law, rule or regulation, whether in fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, disputed or undisputed, at law or in equity, under contractsecured or unsecured that any of the Toshiba Releasing Parties heretofore had, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter canhave, shall own or may have hold, or could assert directly or indirectly, against Toshiba in any Released Party by reason of any actforum, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with of or related to (a) the EPC Agreement and any and all related documents, and (b) the Toshiba Guaranty; provided however, that nothing in this Section 5.7(b) shall release any of the Owner Released Parties from any obligation under any other contract or agreement to which it is a party (other than the Toshiba Guaranty), including this Agreement, the Note Purchase Agreement any other contract in connection with Toshiba’s or any other Transaction DocumentToshiba Released Party’s role as supplier to the Summer Facility, and any services agreements entered into by Toshiba and the Owners. (c) The Releasing Parties are fully aware of the provisions of California Civil Code Section 1542, which provides as follows: Each of the Releasing Parties agrees to voluntarily waive the provisions of California Civil Code Section 1542 (or under any Law of any state or territory of the United States, or any act, event or transaction related or attendant theretoprinciple of common law, or under the agreements Law of any Noteholder contained therein.foreign country, that is similar, comparable or equivalent to section 1542 of the California Civil Code) with respect to the claims released in Section 5.7(a)

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Borrower hereby releases and forever discharges Lender and its parents, subsidiaries and affiliates, past or present, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of them, as well as their respective Affiliates, directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by Borrower, and whether in law concealed or hidden (collectively, “Claims”), which Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in equityconnection with any matter, under contractcause or thing existing at any time prior to the date hereof or anything done, tortomitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”). (b) Borrower represents, statute warrants and agrees, that in executing and entering into this release, it is not relying and have not relied upon any representation, promise or otherwisestatement made by anyone which is not recited, which contained or embodied in this Amendment, the Loan Agreement or the other Loan Documents. Borrower has reviewed this release with Borrower’s legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Borrower understands and expressly assumes the risk that any Releasor has heretofore had fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to Borrower or hereafter canbelieved by Borrower to be true. Nevertheless, Borrower intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any actsuch difference in facts. (c) Borrower, omission or thing whatsoever done or omitted to be doneon behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not ▇▇▇ (at law, in each caseequity, in any regulatory proceeding or otherwise) any Releasee on or prior to the Effective Date directly arising out ofbasis of any Claims released, connected with or related remised and discharged by Borrower pursuant to this AgreementSection 9. If Borrower violates the foregoing covenant, the Note Purchase Agreement or Borrower agrees to pay, in addition to such other damages as any other Transaction DocumentReleasee may sustain as a result of such violation, or all attorneys’ fees and costs incurred by any act, event or transaction related or attendant thereto, or the agreements Releasee as a result of any Noteholder contained thereinsuch violation.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in In consideration of the agreements mutual promises contained in this Agreement and other good and valuable considerationherein, each of the Credit Parties (in each caseParty, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of for each of the foregoing) (collectivelyits Affiliates, the “Releasors”) does hereby fullygenerally, finallyirrevocably, unconditionally and irrevocably release, waive completely releases and forever discharge each Noteholder discharges the other Party, such other Party’s Affiliates, and each of its and their respective Affiliatesofficers, directors, officersstockholders, agents, employees, agentsheirs, attorneys administrators, executors, predecessors, successors and consultants of each of the foregoing assigns (collectivelyhereinafter, the “Released Parties”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party’s Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from any those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all debts, such claims, allegationsdisputes and differences, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent suspected or fixedunsuspected, direct that now exist or indirectheretofore have existed between the Parties and that in furtherance of such intention, this release shall remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts. The term “Released Claims,” when used herein with respect to a Party, shall mean and include each and every claim, charge, complaint, demand, action, cause of action, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability, and expense (including attorneys’ fees and costs), of whatever nature or descriptionevery kind and nature, and whether in at law or in equity, under contractthat such Party may have had in the past, tort, statute or otherwise, which any Releasor has heretofore had or may now or hereafter can, shall have or may have in the future against the Released Parties, and which has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any Released Party by reason of any actcircumstance, omission agreement, activity, action, omission, event or thing whatsoever done matter occurring or omitted to be done, in each case, existing on or prior to the Effective Date directly to the extent such claim relates to or arises under the Collaboration Agreement; provided, however, that the Released Claims shall exclude: (1) any and all rights to seek and obtain indemnification under this letter agreement and the Collaboration; and (2) any and all rights to seek and obtain enforcement of, or a remedy arising out of the breach of, connected with or related to any obligation provided for in this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinletter agreement.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Shareholder, on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates, hereby agrees, effective upon the Closing and without the need of any further notice or action, that (a) the Purchaser and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does are hereby fully, finally, unconditionally and irrevocably release, waive released and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) discharged from any and all debtsLiabilities, obligations, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesproceedings, actionsActions, proceedings Contracts, agreements, Debt and causes of action, in each caseGuarantees whatsoever, whether known or unknown, contingent suspected or fixedunsuspected, direct or indirect, and of whatever nature or description, and whether both in law or and in equity, under contractthat any Shareholder, tortor any of their Subsidiaries or Affiliates now have, statute or otherwise, which any Releasor has heretofore have ever had or now or may hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on arising contemporaneously with or prior to the Effective Closing Date directly or on account of or arising out of, connected with of any Debt or related to this Agreement, Liability owed by the Note Purchase Agreement Company or any other Transaction Document, of its Subsidiaries to any of the Shareholders or any actof their Subsidiaries or any of their Affiliates (collectively, event “Claims”), and (b) any and all Liens, if any, which any Shareholder or transaction related any of its Subsidiaries or attendant theretoAffiliates may have on the assets of the Purchaser or any of its Subsidiaries and Affiliates in respect of the Claims are hereby automatically and irrevocably released; provided, however, that, notwithstanding the foregoing, this release does not cover, and the Shareholders shall not be deemed to release the Purchaser from, any and all Claims the Shareholders may have or be entitled to, under any of the agreements Sale Documents. Each Shareholder, on behalf of itself and its Subsidiaries and Affiliates, hereby represents and warrants to the Purchaser that neither the Shareholders nor any of their Subsidiaries or Affiliates has Transferred or purported to Transfer to any Person all or any portion of any Noteholder contained thereinClaim released by the Shareholders and their Subsidiaries and Affiliates herein. This Section 9.05 shall not prohibit or in any way restrict the Shareholders’ rights and ability to make a Claim or demand for payment directly against the Company or its Subsidiaries of the amounts or claims owed by the Company or its Subsidiaries to the Shareholders.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Upon the XL Companies’ payment of its Subsidiaries has any claim or cause the Commutation Amount to the SCA Companies, the SCA Companies, on behalf of action against any Noteholder (or any of themselves and their shareholders, parents, affiliates and subsidiaries, and their respective Affiliatesofficers, directors and employees, hereby irrevocably and unconditionally releases and forever discharges the XL Companies, their parents, subsidiaries and affiliates, and their respective predecessors, successors, assigns, officers, directors, officersagents, employees, agentsshareholders, representatives, and attorneys from any and all present and future actions, causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, controversies, losses, costs and expenses (including attorneys’ fees and costs actually incurred) of any kind, character, description or consultants nature whatsoever, known or unknown to any or all of the foregoing) Parties, suspected or unsuspected, reported or unreported, fixed or contingent, which the SCA Companies now have, own or hold or claim to have, own, or hold, or at any time heretofore had, owned, or held or claimed to have had, owned, or held, or may hereafter have, own, or hold or claim to have, own, or hold, arising out of conduct or matters occurring on, prior to or subsequent to the Effective Date, against the XL Companies, arising directly or indirectly out of, based upon, or in any way related to or in connection with the Adverse Development Cover, whether grounded in law or equity, or sounding in tort or contract or otherwise; provided, however, that the provisions of this Article II(a) shall not discharge obligations of the XL Companies, which have been undertaken or imposed by the express terms of this Agreement or the Master Transaction Documents and Agreement (including the Ancillary Agreements). (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all Contemporaneous with the payment of its obligations the Commutation Amount to the Credit PartiesSCA Companies, the XL Companies, on behalf of themselves and their shareholders, parents, affiliates and subsidiaries, and all of their Subsidiaries respective officers, directors and Affiliatesemployees, under hereby irrevocably and unconditionally releases and forever discharges the Note Purchase Agreement SCA Companies, their shareholders, parents, subsidiaries and the other Transaction Documents. Notwithstanding the foregoingaffiliates, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionstheir respective predecessors, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesofficers, directors, officersagents, employees, agentsshareholders, representatives, and attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, present and future actions, proceedings and causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, controversies, losses, costs and expenses (including attorneys’ fees and costs actually incurred) of any kind, character, description or nature whatsoever, known or unknown to any or all of the Parties, suspected or unsuspected, reported or unreported, fixed or contingent, which the XL Companies now have, own, hold or claim to have, own, or hold, or at any time heretofore had, owned, or held or claimed to have had, owned, or held, or may hereafter have, own, or hold or claim to have, own, or hold, arising out of conduct or matters occurring on, prior to or subsequent to the Effective Date, against the SCA Companies, arising directly or indirectly out of, based upon, or in each caseany way related to or in connection with the Adverse Development Cover, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether grounded in law or equity or sounding in equity, under contract, tort, statute tort or contract or otherwise; provided, however, that the provisions of this Article II(b) shall not discharge obligations of the SCA Companies, which have been undertaken or imposed by the express terms of this Agreement or the Master Transaction Agreement (including the Ancillary Agreements). (c) The Parties understand that it is possible that unknown losses or claims may exist, or that present or future losses or claims may be underestimated in amounts or severity. Furthermore, the Parties expressly accept and assume the risk that the factual or legal assumptions made by any Releasor has heretofore had Party in connection with this Agreement may be found hereafter to be different from the true facts or now law, and the Parties agree that this Agreement shall be and shall remain in full force and effect notwithstanding such differences in facts or hereafter canlaw. Each Party expressly takes all of the foregoing into account in determining the amount of consideration to be given and paid for the giving of this Agreement, and a portion of the said consideration, having been bargained for between the Parties with the knowledge of the possibility of such unknown losses and claims, is given in exchange for the full accord, satisfaction and discharge of all such losses and claims. (d) Full payment of the Commutation Amount shall be in complete accord, satisfaction, settlement and commutation of any and all past, current and future liabilities and obligations that each Party owes or may have against any Released Party by reason owe to the other arising directly or indirectly out of any actor related to or in connection with the Adverse Development Cover and that upon payment of the Commutation Amount, omission or thing whatsoever done or omitted to the Adverse Development Cover shall be done, in each case, on or prior to terminated as of the Effective Date directly arising out of, connected with and no Party shall have any further obligation or related liability to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or Party under the agreements of any Noteholder contained thereinAdverse Development Cover.

Release. Each Credit Party hereby acknowledges and agrees that: (ai) neither it nor any of its Subsidiaries has any claim or cause of action against the Agent or any Noteholder Lender (or any of their respective Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys or consultants or agents in their capacities for the Agent or any of the foregoingLender) in connection with the Transaction Loan Documents and (bii) the Agent and each Noteholder Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, Parties and all of their Subsidiaries and Affiliates, under the Note Purchase Credit Agreement and the other Transaction DocumentsLoan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Noteholders Agent and the Lenders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ Agent's and the Lenders' rights, interests, security and/or remedies under the Note Purchase Credit Agreement and the other Transaction Loan Documents. Accordingly, for and in consideration of the agreements contained in this Agreement Amendment and other good and valuable consideration, each of the Credit Parties Party (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “"Releasors”") does hereby fully, finally, unconditionally and irrevocably release, waive release and forever discharge the Agent, each Noteholder Lender and each of their respective Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys consultants and consultants of each of agents in their capacities as the foregoing Agent or any Lender (collectively, the “"Released Parties”") from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ ' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, done on or prior to the Ninth Amendment Effective Date directly arising out of, connected with or related in any way to this AgreementAmendment, the Note Purchase Credit Agreement or any other Transaction Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent or any Noteholder Lender contained therein., or the possession, use, operation or control of any of the assets of any Credit Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Ninth Amendment Effective Date. Section 5

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Effective upon the Closing, each Seller, on behalf of itself and its Subsidiaries has any claim or cause of action against any Noteholder (or any respective Affiliates, each Seller Principal, and each of their respective successors and assigns (each, a “Releasing Party”), knowingly, voluntarily and unconditionally releases, acquits and forever discharges, to the fullest extent permitted by Law, Buyer, Parent, Gravitas and its respective predecessors, successors, parents, subsidiaries and other Affiliates, and all of their current and former officers, directors, officerspartners, employees, agents, attorneys and representatives (each, a “Released Party”) of, from and against any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) of every kind or consultants nature whatsoever, known or any unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Released Party ever had, has or may have, now or in the future, arising out of or relating to ownership of the foregoing) in connection with Gravitas Units or the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any operation of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing Business (collectively, the “Released PartiesClaims”) from ); provided, however, that this release does not extend to any and all debtsclaim arising out of or related to a Party’s obligations under this Agreement, claimsor to enforce such Releasing Party’s rights under this Agreement. The foregoing release shall be binding on Seller, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirectSeller Principal, and each of whatever nature their successors, assigns, creditors, representatives, guardians, trustees and any other Person claiming by, through or descriptionin right of a Seller or a Seller Principal. Each Releasing Party represents it has not assigned any such claims to any third party prior to the date hereof and will not assign any such claims after the date hereof. Each Releasing Party agrees not to, and whether in law agrees to cause, as applicable, its Affiliates and each of their respective successors and assigns, not to, assert any such claims against the Released Parties. (b) Each Releasing Party agrees it shall not, and no one on its behalf shall, assert or in equityfile any claim, under contractcomplaint, tortcharge, statute suit or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have action against any Released Party by reason arising out of any actmatter released pursuant to this Section 11.02. In the event that any claim, omission complaint, charge, suit or thing whatsoever done action is asserted or omitted filed against a Released Party in breach hereof, such Released Party shall be entitled to recover its costs, fees or expenses, including reasonable attorneys’ fees and costs at trial and on appeal, incurred in defending against such action from the Releasing Party. (c) Each Releasing Party acknowledges that it may hereafter discover facts different from, or in addition to, those which it now believes to be donetrue with respect to any and all of the claims released in this Section 11.02, and no such additional fact shall affect the validity or enforceability of the releases contained in each case, on or prior this Section 11.02. (d) Each Releasing Party acknowledges that it is fully informed and aware of its rights to receive independent legal advice regarding the advisability of the releases contemplated hereby and has received such independent legal advice with regard to the Effective Date directly arising out ofadvisability thereof. Releasing Party further acknowledges that it: (i) has made an investigation of the facts pertaining to the releases contemplated hereby as it has deemed necessary, connected with and (ii) has not relied upon any statement or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements representation of any Noteholder contained thereinothers.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Upon the Reinsurer’s payment of the Commutation Amount to the Company, the Company, on behalf of itself and its Subsidiaries has any claim or cause of action against any Noteholder (or any of shareholders, parents, affiliates and subsidiaries, and their respective Affiliatesofficers, directors, and employees, hereby irrevocably and unconditionally releases and forever discharges the Reinsurer, its parents, subsidiaries and affiliates, and their respective predecessors, successors, assigns, officers, directors, agents, employees, agentsshareholders, representatives, and attorneys from any and all present and future actions, causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, controversies, losses, costs and expenses (including attorneys’ fees and costs actually incurred) of any kind, character, description or consultants nature whatsoever, known or unknown to either or both Parties, suspected or unsuspected, reported or unreported, fixed or contingent, which the Company now has, owns or holds or claims to have, own, or hold, or at any time heretofore had, owned, or held or claimed to have had, owned, or held, or may hereafter have, own, or hold or claim to have, own, or hold, arising out of conduct or matters occurring on, prior to or subsequent to the foregoing) Effective Date, against the Reinsurer, arising directly or indirectly out of, based upon, or in any way related to or in connection with the Reinsurance Agreement and/or the individual risk cessions thereunder, whether grounded in law or equity, or sounding in tort or contract or otherwise; provided, however, that the provisions of this Article II(a) shall not discharge obligations of the Reinsurer, which have been undertaken or imposed by the express terms of this Agreement or the Master Transaction Documents and Agreement (including the Ancillary Agreements). (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all Contemporaneous with the payment of its obligations the Commutation Amount to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingCompany, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsReinsurer, acts, omissions, events or circumstances would impair or otherwise adversely affect any on behalf of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries shareholders, parents, affiliates and Affiliates subsidiaries, and their respective officers, directors and employees, hereby irrevocably and unconditionally releases and forever discharges the Company, its shareholders, parents, subsidiaries and affiliates, and their respective predecessors, successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesofficers, directors, officersagents, employees, agentsshareholders, representatives, and attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, present and future actions, proceedings and causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, controversies, losses, costs and expenses (including attorneys’ fees and costs actually incurred) of any kind, character, description or nature whatsoever, known or unknown to either or both Parties, suspected or unsuspected, reported or unreported, fixed or contingent, which the Reinsurer now has, owns, holds or claims to have, own, or hold, or at any time heretofore had, owned, or held or claimed to have had, owned, or held, or may hereafter have, own, or hold or claim to have, own, or hold, arising out of conduct or matters occurring on, prior to or subsequent to the Effective Date, against the Company, arising directly or indirectly out of, based upon, or in each caseany way related to or in connection with the Reinsurance Agreement and/or the individual risk cessions thereunder, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether grounded in law or equity or sounding in equity, under contract, tort, statute tort or contract or otherwise; provided, however, that the provisions of this Article II(b) shall not discharge obligations of the Company, which have been undertaken or imposed by the express terms of this Agreement or the Master Transaction Agreement (including the Ancillary Agreements). (c) The Parties understand that it is possible that unknown losses or claims may exist, or that present or future losses or claims may be underestimated in amounts or severity. Furthermore, the Parties expressly accept and assume the risk that the factual or legal assumptions made by any Releasor has heretofore had Party in connection with this Agreement may be found hereafter to be different from the true facts or now law, and the Parties agree that this Agreement shall be and shall remain in full force and effect notwithstanding such differences in facts or hereafter canlaw. Each Party expressly takes all of the foregoing into account in determining the amount of consideration to be given and paid for the giving of this Agreement, and a portion of the said consideration, having been bargained for between the Parties with the knowledge of the possibility of such unknown losses and claims, is given in exchange for the full accord, satisfaction and discharge of all such losses and claims. (d) Full payment of the Commutation Amount shall be in complete accord, satisfaction, settlement and commutation of any and all past, current and future liabilities and obligations that each Party owes or may have against any Released Party by reason owe to the other arising directly or indirectly out of any actor related to or in connection with the Reinsurance Agreement and/or the individual risk cessions thereunder and that upon payment of the Commutation Amount, omission or thing whatsoever done or omitted to the Reinsurance Agreement shall be done, in each case, on or prior to terminated as of the Effective Date directly arising out of, connected with and neither Party shall have any further obligation or related liability to this Agreement, the Note Purchase other Party under the Reinsurance Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or and/or the agreements of any Noteholder contained thereinindividual risk cessions thereunder.

Release. Each Credit Party Alterra and Borrower hereby acknowledges release, remise, acquit and agrees that: (a) neither it nor any of forever discharge Lender, together with its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesrepresentatives, and all of their Subsidiaries and Affiliatesconsultants, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingattorneys, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsfiduciaries, actsparticipants, omissionsservants, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesofficers, directors, officerspartners, employeespredecessors, agentssuccessors and assigns, attorneys subsidiary corporations, parent corporations, and consultants of each related corporate divisions (all of the foregoing (collectively, hereinafter called the “"Released Parties”) "), from any and all actions and causes of action, judgments, executions, suits, debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actionsobligations, proceedings damages and causes expenses of actionany and every character, in each case, whether known or unknown, contingent or fixed, direct or and/or indirect, and of whatever nature or description, and whether in at law or in equity, under contractof whatsoever kind or nature, tort, statute or otherwise, which any Releasor has whether heretofore had or now or hereafter canaccruing, shall for or may have against any Released Party by reason because of any actmatter or things done, omission omitted or thing whatsoever done or omitted suffered to be done, in each case, on or done by any of the Released Parties prior to and including the Effective Date date hereof, and in any way directly or indirectly arising out of, of or in any way connected with or related to this Agreement, the Note Purchase Agreement Master Loan Agreement, the Notes, the Mortgages, the Assignments, or any other Transaction Loan Document, or any act, event or transaction related or attendant theretoof the transactions associated therewith, or the agreements Mortgaged Properties, including specifically but not limited to claims of usury, REGARDLESS OF WHETHER THE MATTER RELEASED IS THE RESULT OF THE NEGLIGENCE OF ONE OR MORE OF THE RELEASED PARTIES. Counterpart Execution. This Agreement may be executed in any Noteholder contained thereinnumber of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart, provided that the counterpart produced must be the counterpart executed by the party against whom enforcement is sought.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Each of the Subscribing Parties hereby irrevocably and unconditionally: (i) releases the Company and its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatesofficers, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries agents and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (its predecessors in each caseinterest, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectivelyassigns, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligationsrights, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of actionaction or liabilities of any nature whatsoever, in each case, whether known or unknown, contingent or fixed, direct whether due or indirectto become due, and of whatever nature or descriptionother than for any matter specifically contemplated by this Agreement, and whether in law or in equitythat any Subscribing Party had, under contract, tort, statute or otherwise, which any Releasor now has heretofore had or now or hereafter can, shall or may have against at any Released Party future time by reason of any actcause, omission matter or thing whatsoever done whatsoever, directly or indirectly, related to any action taken or omitted to be done, in each case, taken by such persons on or prior to the Effective Date directly date hereof including, without limitation, any alleged breaches of fiduciary duty or other act or omission relating to the proposal made to NetLive by the Zodiac Group, Inc. or the NetLive Communication, Inc. Performance Share Program Trust and Plan; and (ii) covenants not to ▇▇▇ the Company and its officers, directors, employees, agents and Affiliates, and each of its predecessors in interest, successors, heirs and assigns, of, from or with respect to any and all claims, rights, damages, demands, causes or liabilities of any nature whatsoever, known or unknown, contingent or fixed, whether due or to become due, other than for any matter arising out of, connected with or related to of this Agreement, that any Subscribing Party has had, now has or may have at any future time by reason of any cause, matter or thing whatsoever, directly or indirectly, related to any action taken or omitted to be taken by such persons on or prior to the Note Purchase Agreement date hereof including, without limitation, any alleged breaches of fiduciary duty or any other Transaction Documentact or omission relating to the proposal made to NetLive by the Zodiac Group, or any act, event or transaction related or attendant thereto, Inc. or the agreements NetLive Communication, Inc. Performance Share Program Trust and Plan. (b) The Company hereby irrevocably and unconditionally: (i) releases each of the Subscribing Parties and its or his officers, directors, employees, agents, trustees and Affiliates, and each of its or his predecessors in interest, successors, heirs and assigns, from any and all claims, rights, damages, demands, causes of action or liabilities of any Noteholder nature whatsoever, known or unknown, contingent or fixed, whether due or to become due, other than for any matter specifically contemplated by this Agreement, that the Company had, now has or may have at any future time by reason of any cause, matter or thing whatsoever, directly or indirectly, related to any action taken or omitted to be taken by such persons on or prior to the date hereof including, without limitation, any alleged breaches of fiduciary duty or other act or omission relating to the proposal made to NetLive by the Zodiac Group, Inc., the NetLive Communication, Inc. Performance Share Program Trust and Plan or the formation of a group for purposes of commencing a consent solicitation of the Company's shareholders; and (ii) covenants not to ▇▇▇ each of the Subscribing Parties and its or his officers, directors, employees, agents, trustees and Affiliates, and each of its or his predecessors in interest, successors, heirs and assigns, of, from or with respect to any and all claims, rights, damages, demands, causes or liabilities of any nature whatsoever, known or unknown, contingent or fixed, whether due or to become due, other than for any matter arising out of this Agreement, that the Company has had, now has or may have at any future time by reason of any cause, matter or thing whatsoever, directly or indirectly, related to any action taken or omitted to be taken by such persons on or prior to the date hereof including, without limitation, any alleged breaches of fiduciary duty or other act or omission relating to the proposal made to NetLive by the Zodiac Group, Inc., the NetLive Communication, Inc. Performance Share Program Trust and Plan or the formation of a group for purposes of commencing a consent solicitation of the Company's shareholders. (c) In the event that any one or more of the provisions of this Section 4 shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained thereinherein shall not be affected thereby. The invalidity, illegality or unenforceability of any provision of this Section 4 shall have no effect on the enforceability of any provision of any of this Agreement and shall not give rise to any claim, whether for damages, rescission, restitution or otherwise.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations As an inducement to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) Buyer to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in enter into this Agreement and any agreements ancillary hereto to which it will be a party and consummate the transactions contemplated hereby and thereby and for other good and valuable sufficient consideration, each the Seller, with the intention of the Credit Parties (in each case, for binding itself and its Subsidiaries any other Person to the extent claiming through the Seller (including the Seller’s Affiliates, Representatives, heirs, executors, administrators and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) ), does hereby fully, finally, (effective as of and subject to the Closing) unconditionally and irrevocably release, waive acquit and forever discharge each Noteholder Buyer and each of their respective Affiliatesits past, directorspresent and future Affiliates and Representatives, officersincluding the Company, employeesand all Persons acting by, agentsthrough, attorneys and consultants under, or in concert with any of each of the foregoing such Persons (collectively, the “Released PartiesReleasees”) ), of and from any and all debtsActions, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casesuits, whether arbitrations, other proceedings, demands, debts, Contracts, promises, Liabilities and Losses of any nature whatsoever, known or unknown, contingent suspected or fixedunsuspected, direct fixed or indirectcontingent, and of whatever nature direct, derivative, vicarious or descriptionotherwise, and whether based in law or in equity, under contract, tort, statute or otherwiseother legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (collectively, a “Claim”), which any Releasor has heretofore had or the Releasors now or hereafter can, shall have or may hereafter have against the Releasees, or any Released Party of them, by reason of any matter, cause, act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly any way arising out of, connected based upon, or relating to the Seller’s ownership of Sale Shares, the organization of the Company, or the operation of the Company’s business prior to the Closing (the “Released Matters”); provided, however, that nothing set forth in this Section 8.9 shall release or otherwise affect (i) the right or ability of any the Seller to fully enforce its rights and remedies under this Agreement or any ancillary agreements hereto to which it is a party in accordance with the terms hereof and thereof, (ii) the right of any Releasor to indemnification or insurance benefits under any insurance policy in effect as of the date hereof maintained by or covering the Company or its operations, or from the Company (under its Constitutive Documents or under a Contract), with respect to such Releasor’s service as a director, officer, employee or agent of the Company, (iii) the right of any Releasor to unpaid compensation or other payment for services as an employee of or independent contractor to the Company or to receive benefits under any Company Plan, (iv) any rights of any Releasor arising from or related to fraud or criminal activity committed by any Releasee, (v) any rights of a Releasor in respect of any unknown claims that a Releasor may have arising out of any contractual or commercial relationship such Releasor may have with a Releasee other than the Company that is unrelated to this Agreement, the Note Purchase Agreement or the transactions contemplated hereby, or (vi) any rights of any Releasor that, under applicable Law, cannot be waived. The Seller expressly consents that this general release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Matters (notwithstanding any Law that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Claims). (b) The Seller represents and warrants to Buyer that there has been no assignment or other transfer of any interest in any Claim arising out of or based upon any of the Released Matters which the Seller may have against any of the Releasees, and the Seller agrees to indemnify and hold the Releasees harmless from, and compensate and reimburse them for, any Liabilities, Claims or Losses incurred as a result of any Person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such party. (c) The Seller represents and warrants to Buyer that neither it nor its Affiliates has filed, and the Seller shall not, and shall cause its Affiliates not to, file or otherwise seek to assert or assist any other Transaction DocumentPerson in filing or otherwise seeking to assert, nor as of the date hereof has, any Claim arising out of or based upon any of the Released Matters against any of the Releasees. The Seller agrees that if it hereafter commences, joins in, or in any actmanner seeks relief through any Action arising out of, event or transaction related or attendant theretobased upon, or relating to any of the agreements Claims released hereunder, or in any manner asserts against the Releasees any of the Claims released hereunder, including through any Noteholder contained thereinmotion to reconsider, reopen or appeal the dismissal of the Action, and the Releasees are the prevailing party in such Action, then the Seller shall pay to the Releasees against whom such Claim(s) is asserted all Losses incurred by such Releasees in defending or otherwise responding to such Claim.

Release. Each Credit Party hereby acknowledges Effective as of the Closing, each Contributor, the Manager, for itself and agrees that: (a) neither it nor any each of its Subsidiaries, and the REIT, for itself and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliateseach individually, directorsa "Releasing Party" and collectively, officers"Releasing Parties"), employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself releases and its Subsidiaries and Affiliates forever discharges each Contributor, the Manager (including any officer or manager of the Manager) and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder REIT and each of their respective Subsidiaries and Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing their respective individual, joint or mutual, past, present and future Representatives, successors and assigns (individually, a "Releasee" and collectively, the “Released Parties”"Releasees") from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesLegal Proceedings, actions, proceedings and causes of actionaction and Orders that any Releasing Party now has, has ever had or may hereafter have against the respective Releasees, and from any and all obligations, Contracts, debts, liabilities and obligations that any Releasee now has, has ever had or may hereafter have in favor of any Releasing Party, in each casecase of any nature (whether absolute or contingent, whether asserted or unasserted, known or unknown, contingent primary or fixedsecondary, direct or indirect, and whether or not accrued) arising contemporaneously with or before the Closing or on account of whatever nature or descriptionarising out of any matter, cause or event occurring contemporaneously with or before the Closing, including any rights to indemnification or reimbursement, whether pursuant to their respective certificate of incorporation or by-laws (or comparable documents), Contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing (in each case other than any obligations of a Releasee arising under this Agreement or under any Transaction Documents or as otherwise specifically provided in this Agreement or in any Transaction Documents) (collectively, the "Released Claims"); provided, that the foregoing release shall not cover, and whether in law or in equitythe Released Claims shall not include, claims arising from the Non-Released Matters. "Non-Released Matters" shall mean rights of any Releasing Party (i) under this Agreement, including, for the avoidance of doubt, under contractArticle II, tortthe Advisory Agreements or any documents or instruments executed in connection herewith and therewith, statute (ii) to accrued fees due, and reimbursements owed, under the Advisory Agreements and (iii) to claims, if any, against current or otherwiseformer employees of the Manager in respect of actions, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any omissions to act, omission or thing whatsoever done or omitted to be done, in each case, on or case prior to the Closing Date, that result in a claim for indemnity under the provisions of the Management Agreement. Effective Date as of the Closing, each Releasing Party hereby irrevocably covenants to refrain from, directly arising out ofor indirectly, connected with asserting any claim or related to this Agreement, the Note Purchase Agreement or any other Transaction Documentdemand, or commencing, instituting or causing to be commenced, any act, event or transaction related or attendant thereto, or the agreements Legal Proceeding of any Noteholder contained thereinkind against any Releasee, based upon any Released Claim.

Release. Each Credit Party In consideration of Lender's entering into this Amendment, Borrower hereby acknowledges fully and agrees that: (a) neither it nor any of unconditionally releases and forever discharges Lender, and its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, attorneys or consultants or representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) behalves (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “"Released Parties”) "), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casecosts or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, contingent liquidated or fixedunliquidated, direct fixed or indirectcontingent, and of whatever nature asserted or descriptionunasserted, and whether in law foreseen or in equityunforeseen, under contractmatured or unmatured, tortsuspected or unsuspected, statute anticipated or otherwiseunanticipated, which any Releasor has heretofore Borrower or any Subsidiary has, had, claims to have or to have had or now hereafter claims to have or hereafter can, shall or may have had against any the Released Party Parties by reason of any actact or omission on the part of the Released Parties, omission or thing whatsoever done or omitted to be done, in each caseany of them, on account of or in any way related to the Loan Agreement, including the administration or enforcement of the Loan Agreement occurring prior to the Effective Date directly arising out ofdate on which this Amendment is executed, connected with including all such loss or related 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 AgreementAmendment is executed (collectively, all of the Note Purchase Agreement foregoing are the "Claims"). 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 the date hereof would be the basis of a Claim by it or by any Subsidiary or any other Transaction DocumentLoan Party against the Released Parties which is not released hereby, and Borrower represents and warrants that the foregoing constitutes a full and complete release of all Claims by or on behalf of each Borrower and any actSubsidiary. The inclusion of a release provision in this Amendment shall not give rise to any inference that but for such release, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinClaim otherwise would exist.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each caseSeller hereby, for itself and on behalf of all of its Subsidiaries past and present Affiliates and the Representatives, and each of their respective beneficiaries, Affiliates, successors, assignsassigns and Representatives (collectively, heirs with Seller, the “Releasors”), fully and representatives of unconditionally releases, acquits and forever discharges Buyer and each of the foregoing) its past, present and future Affiliates and Representatives, and each of their respective beneficiaries, Affiliates, successors, assigns and Representatives (collectively, the “ReleasorsReleasees”) does hereby fully), finallyfrom any and all manner of Actions, unconditionally Liabilities debts, damages, costs, losses, expenses (including attorneys’ and irrevocably releaseother professional fees and expenses), waive and forever discharge each Noteholder and each sums of their respective Affiliatesmoney, directorsaccounts, officersbonds, employeesbills, agentscovenants, attorneys and consultants compensation, contracts, controversies, omissions, promises, variances, trespasses, judgments, executions or other relief, whether known or unknown, matured or unmatured, suspected or unsuspected, fixed, contingent or otherwise, whether in law or equity, which such Releasor ever had as of each of or prior to the foregoing date hereof against any Releasee (collectively, the “Released PartiesMatters”). Notwithstanding anything to the contrary in this Section 9.17(a), Actions expressly permitted to be brought under the terms of this Agreement or any Other Agreement and matters that cannot be released as a matter of Law are expressly excluded from “Released Matters”. (b) Seller, on behalf of itself and each of the Releasors, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any Action of any kind against any Releasee, based upon, in connection with or arising from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known Released Matter or unknown, contingent other matter released or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted purported to be done, in each case, on or prior released pursuant to the Effective Date directly arising out of, connected with or related Section 9.17(a). (c) Seller represents and agrees that it (i) fully understands its rights to discuss all aspects of this Agreement, including this Section 9.17, with its attorneys, (ii) has availed itself of this right, (iii) has carefully read and fully understands all of the Note Purchase terms of this Agreement, including this Section 9.17, (iv) has not transferred or assigned any rights or claims that it is hereby purporting to release herein, (v) is voluntarily, and with proper and full authority, entering into this Agreement, and (vi) has had a reasonable period of time to consider the provisions of this Agreement and this Section 9.17, and that it has considered them carefully before executing this Agreement. (d) Seller acknowledges that the Laws of many states, including California, provide substantially the following: “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.” Seller acknowledges that such provisions are designed to protect a person or entity from waiving claims that he, she or it does not know exist or may exist. Nonetheless, S▇▇▇▇▇ agrees, on behalf itself and each of the Releasors, that Seller, on behalf of itself and the Releasors, shall be deemed to waive any such provision. (e) The Parties acknowledge and agree that a breach of any other agreement between the Parties or any other Transaction Documentof the Releasees shall not affect the validity of this Section 9.17. Without limiting the foregoing, in the event of any claim, judgment, award, or order in favor of any actParty, event now or transaction related or attendant theretoat any time in the future, regardless of the basis therefor, this Section 9.17 shall not be affected in any manner by such claim, judgment, award, or the agreements of order, and each Party hereby irrevocably renounces, relinquishes, waives, abandons, and otherwise agrees that no such claim, judgment, award, or order shall in any Noteholder contained thereinway affect this Section 9.17.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Borrower hereby releases and forever discharges Lender and its parents, subsidiaries and affiliates, past or present, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of them, as well as their respective Affiliates, directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by Borrower, and whether in law concealed or hidden (collectively, “Claims”), which Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in equityconnection with any matter, under contractcause or thing existing at any time prior to the date hereof or anything done, tortomitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”). (b) Borrower represents, statute warrants and agrees, that in executing and entering into this release, it is not relying and have not relied upon any representation, promise or otherwisestatement made by anyone which is not recited, which contained or embodied in this Amendment, the Loan Agreement or the other Loan Documents. Borrower has reviewed this release with Borrower’s legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Borrower understands and expressly assumes the risk that any Releasor has heretofore had fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to Borrower or hereafter canbelieved by Borrower to be true. Nevertheless, Borrower intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any actsuch difference in facts. (c) Borrower, omission or thing whatsoever done or omitted to be doneon behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not ▇▇▇ (at law, in each caseequity, in any regulatory proceeding or otherwise) any Releasee on or prior to the Effective Date directly arising out ofbasis of any Claims released, connected with or related remised and discharged by Borrower pursuant to this AgreementSection 10. If Borrower violates the foregoing covenant, the Note Purchase Agreement or Borrower agrees to pay, in addition to such other damages as any other Transaction DocumentReleasee may sustain as a result of such violation, or all attorneys’ fees and costs incurred by any act, event or transaction related or attendant thereto, or the agreements Releasee as a result of any Noteholder contained thereinsuch violation.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any From and after the Closing, each Seller, Purchaser, and the Acquired Company Entities, on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any themselves and each of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive release and forever discharge each Noteholder of Purchaser, Sellers and the Acquired Company Entities and each of their respective Affiliates, directorsand any individual, joint or mutual, past, present and future representatives, agents, financial advisors, attorneys, other consultants, employees, officers, employeesdirectors, agentsmanagers, attorneys stockholders, partners, members, controlling persons, subsidiaries, successors and consultants assigns of each any of the foregoing (individually, a “Releasee” and, collectively, the “Released PartiesReleasees”) ), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesproceedings, actions, proceedings and causes of action, in each caseorders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, contingent suspected or fixedunsuspected, direct or indirect, both at law and of whatever nature or description, and whether in law or in equity, which such Seller, Purchaser, Acquired Company Entities or any of such Seller’s, Purchaser’s, and Acquired Company Entities’ respective Affiliates, or any of their respective heirs, executors, administrators or assigns, now has, has ever had, or may hereafter have against any Releasee arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date (all of the foregoing collectively referred to herein as the “Claims”); provided, however, that nothing contained herein shall operate to release (i) any obligations of Sellers, Purchaser or the Acquired Company Entities under contractthis Agreement or under any other Transaction Document executed and delivered to Sellers, tortPurchaser or the Acquired Company Entities by such other Party at the Closing in connection with the Transactions, statute or otherwise(ii) any Claims for fraud, which any Releasor has heretofore had willful misconduct or now criminal acts that Purchaser or hereafter can, shall or the Acquired Company Entities may have against any Released Party by reason Seller in his or her capacity as a director, officer or manager of the Acquired Company Entities. Each Seller, Purchaser, and the Acquired Company Entities represent that they have not made any assignment or transfer of any actClaim or other matter covered by this paragraph. Each Seller, omission Purchaser, and Acquired Company Entities hereby irrevocably covenants to refrain from, directly or thing whatsoever done indirectly, asserting any Claim, or omitted commencing, instituting, or causing to be donecommenced, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements Action of any Noteholder contained thereinkind against any Releasee, based upon any matter released hereby. (b) Each Seller, Purchaser, and Acquired Company Entities hereby acknowledge and intend that this release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Each Seller, Purchaser, and Acquired Company Entities expressly consents that this release shall be given full force and effect in accordance with each and every express term or provision, including those (i) relating to any Claims hereinabove mentioned or implied or (ii) relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims).

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Immediately upon the Closing, Acquirer and its Affiliates (including the Midstream Entities) hereby fully and irrevocably releases, acquits and forever discharges each past and current officer, director, partner, general partner, limited partner, managing director, member, stockholder, trustee, representative, employee, principal and agent of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents Contributor GP and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties Midstream Entities (solely in each casetheir capacity as such, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debtsLosses, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesrights, actionsencumbrances, proceedings and causes covenants or proceedings, of actionwhatever kind or nature in law, in each caseequity or otherwise, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equitynot concealed or hidden, under contract, tort, statute or otherwise, all of which any Releasor Midstream Entity now owns or holds or has heretofore had at any time owned or now or hereafter can, shall held or may have hereafter own or hold against any Released Party by reason of at any acttime, which arise out actions taken or omission or thing whatsoever done or omitted to be donemade, in each case, on or prior to the Effective Date Closing Date, in respect of the business, affairs and governance and management of any Midstream Entity; provided that the parties acknowledge and agree that this Section 9.8(a) does not constitute a release of any claim resulting from the willful misconduct or fraudulent act by a Released Party. (b) Acquirer hereby irrevocably covenants to refrain from, and to cause its Affiliates to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against the Released Parties, based upon any matter purported to be released hereby. (c) Without in any way limiting any of the rights and remedies otherwise available to the Released Parties, Acquirer shall indemnify and hold harmless each Released Party from and against all Losses and claims, whether or not involving Third Party Claims, arising out of, connected directly or indirectly from or in connection with (i) the assertion by or related on behalf of Acquirer or any of its Affiliates of any claim or other matter purported to be released pursuant to this AgreementSection 9.8 and (ii) the assertion by any Third Party of any claim or demand against any Released Party, which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Note Purchase Agreement Acquirer or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of its Affiliates against such Third Party of any Noteholder contained thereinclaims or other matters purported to be released pursuant to this Section 9.8.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Except to the extent of Claims against the Port, the City, or JEPA arising from any breach by the Port, the City and/or the JEPA, as applicable of its Subsidiaries has respective covenants and obligations expressly provided in any claim Convention Center Lease or cause of action against any Noteholder (the Project Implementation Agreement, or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any the Port’s representation and warranty set forth in Section 22.4.2 of the foregoingGround Lease or Section 18(d)(ii) in connection with of the Transaction Documents Site Lease, RIDA, on behalf of RIDA, its successors and (b) each Noteholder has heretofore properly performed assigns, hereby fully and satisfied in a timely manner all forever releases, acquits and discharges the Public Entity Parties of its obligations to the Credit Partiesand from, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder waives and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from agrees not to assert any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseClaims whatsoever, whether known or unknown, contingent or fixed, direct or indirect, and foreseeable or unforeseeable, absolute or contingent, that any RIDA Party, Hotel Operator or any of whatever nature RIDA’s successors or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor assigns now has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done which may arise or omitted to be done, asserted in each case, on or prior to the Effective Date directly future arising out of, directly or indirectly, or in any way connected with with: (i) any act or related to this Agreementomission of the Port, the Note Purchase Agreement City, or JEPA (or any other Transaction DocumentPerson acting for or on behalf of the Port, the City, or any actJEPA or for whose conduct the Port, event or transaction related or attendant theretothe City, or JEPA may be liable), whether or not such act be the agreements active, passive or sole negligence of the Port, the City, or JEPA (or any Person acting for or on behalf of the Port, the City or JEPA or for whose conduct the Port, the City or JEPA may be liable), in connection with their prior ownership, maintenance, operation or use of the Site; (ii) any condition of environmental contamination or pollution at the Site (including, without limitation, any Pre-Existing Hazardous Material or other contamination or pollution of any Noteholder contained thereinsoils, subsoil media, surface waters or ground waters at the Site and any clean-up or abatement order effecting the Site); (iii) to the extent not already included in clause (ii) above, the prior, present or future existence, release or discharge, or threatened release, of any Hazardous Materials at the Site (including, without limitation, the release or discharge, or threatened release, of any Hazardous Materials into the air at the Site or into any soils, subsoils, surface waters or ground waters at the Site); (iv) the violation of, or noncompliance with, any Environmental Law or other applicable Law now or hereafter in effect, however and whenever occurring; (v) the condition of the soil and groundwater at the Site; (vi) the Condition of the Site, including, without limitation, the condition of any improvements located on the Site including, without limitation, the structural integrity and seismic compliance of such improvements; (vii) any matters which would be shown on an accurate ALTA land survey of the Site (including, without limitation, all existing easements and encroachments, if any); (viii) all applicable Laws now or hereafter in effect; (ix) matters which would be apparent from a visual inspection of the Site; or (x) to the extent not already covered by any of the foregoing clauses (i) through (ix) above, the use, maintenance, development, construction, ownership or operation of the Site by the Port, the City, or JEPA (or any Person acting for or on behalf of the Port, the City or JEPA or for whose conduct the Port, the City or JEPA may be liable) or any predecessor(s)-in-interest in the Site of the Port, the City, or JEPA.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor The Employee and anyone else claiming by or through the Employee agree not to sue ▇▇▇ further agree to release KPMG and the other Released Parties with respect to any of its Subsidiaries and all claims, whether currently known or unknown, that the Employee now has, has any claim ever had, or cause of action may ever have, against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants KPMG or any of the foregoingother Released Parties arising from or related to the Employee's association with KPMG, compensation, benefits, other terms and conditions of association with KPMG, or the termination of such association, including, without limitation, any such claims that were or could have been asserted by the Employee or on the Employee's behalf: (x) in connection with the Transaction Documents and any federal, state, or local court, commission, or agency; (by) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesunder any common law theory; or (z) under any employment, and all of their Subsidiaries and Affiliatescontract, under the Note Purchase Agreement and the other Transaction Documentstort, federal, state, or local law, regulation, ordinance, constitution or executive order. Notwithstanding the foregoing, nothing herein shall affect: (I) any rights to indemnification that the Noteholders wish Employee may have under the KPMG Partnership Agreement, the KPMG Bylaws, or otherwise, or (II) any vested rights that the Employee may have under the Retirement Allowance Plan (as amended), under the Supplemental Retirement Allowance Plan (as amended), or under any other plan or policy providing retirement benefits to the Employee. The Employee represents and warrants that: the Employee is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are released in Sections 3.4(a) and (b); the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and the Credit Parties agree) Employee has the full right and power to eliminate any possibility that any past conditionsgrant, actsexecute, omissionsand deliver the releases, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rightsundertakings, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement Agreement. (b) In the event that the Employee is or has been associated with KPMG in the State of California, the Employee has read and other good understands the following language contained in Section 1542 of the California Civil Code: 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. Having reviewed this provision, the Employee nevertheless hereby voluntarily waives any and valuable consideration, all rights under this statutory provision and releases KPMG and each of the Credit other Released Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from with respect to any and all debtsunknown or unsuspected claims arising from or related to the Employee's association with KPMG, claimscompensation, allegationsbenefits, obligationsother terms and conditions of association with KPMG, damagesor the termination of such association, costsincluding, attorneys’ feeswithout limitation, suitsall such claims that were or could have been asserted by the Employee or on the Employee's behalf: (x) in any federal, demandsstate, liabilitiesor local court, actionscommission, proceedings and causes of actionor agency; (y) under any common law theory; or (z) under any employment, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute federal, state or otherwiselocal law, which any Releasor has heretofore had regulation, ordinance, constitution or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinexecutive order.

Release. Each Credit Loan Party hereby acknowledges remises, releases, acquits, satisfies and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of forever discharges the Arranger, the Administrative Agent, the Lenders and their respective Affiliatesagents, employees, officers, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agentspredecessors, attorneys and consultants all others acting or purporting to act on behalf of each or at the direction of the foregoing (collectivelyArranger, the Administrative Agent or the Lenders (“Released PartiesReleasees”) ), of and from any and all debtsmanner of actions, claimscauses of action, allegations, obligationssuits, damages, costs, attorneys’ fees, suits, claims and demands, liabilities, actions, proceedings and causes of action, in each case, whether that as of the date hereof are known or unknownreasonably should be known to such Loan Party, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contractwhich such Loan Party ever had, tortnow has or, statute to the extent arising from or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever done through the date hereof (it being understood that nothing in this sentence shall release or omitted to be doneotherwise affect the covenants of the Releasees under the Credit Agreement and the other Loan Documents, in each case, after the Fifth Amendment Effective Date). Without limiting the generality of the foregoing, each Loan Party hereby waives and affirmatively agrees not to allege or otherwise pursue any actions, causes of action, suits, damages, claims and demands that it shall or may have as of the date hereof against any Releasees in connection with the Credit Agreement or the other Loan Documents, including, but not limited to, the rights to contest (a) the right of the Arranger, the Administrative Agent and each Lender to exercise its rights and remedies described in the Credit Agreement, (b) any provision of the Credit Agreement or the other Loan Documents or (c) any conduct of the Arranger, the Administrative Agent, the Lenders or other Releasees relating to or arising out of the Credit Agreement or the other Loan Documents on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereindate hereof.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Effective as of the Closing, the Seller, for itself and on behalf its Affiliates, hereby releases and forever discharges the Companies and their directors, managers, officers, employees, agents and Affiliates from any and all any rights, Claims, demands, debts, Losses, costs, expenses, attorneys’ fees, obligations, promises, covenants, agreements, contracts, charges, suits, proceedings, actions or causes of actions of any kind, known or unknown, suspected or unsuspected, at law or in equity, that the Seller or any of its Subsidiaries Affiliates now has, has ever had or may hereafter have against any such released party arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing; provided, however, that nothing contained in this Section 13.12 shall operate to release any claim by the Seller arising out of or cause relating to this Agreement. (b) Effective as of action against any Noteholder (or any the Closing, the Purchaser, on behalf of their respective Affiliatesthe Companies, hereby releases and forever discharges the Seller and its directors, managers, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all any rights, Claims, demands, debts, claims, allegations, obligations, damagesLosses, costs, expenses, attorneys’ fees, obligations, promises, covenants, agreements, contracts, charges, suits, demandsproceedings, liabilities, actions, proceedings and actions or causes of actionactions of any kind, in each case, whether known or unknown, contingent suspected or fixedunsuspected, direct or indirect, and of whatever nature or description, and whether in at law or in equity, under contractthat the Companies now have, tort, statute or otherwise, which any Releasor has heretofore have ever had or now or may hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on such released party arising contemporaneously with or prior to the Effective Date directly Closing or on account of or arising out ofof any matter, connected cause or event occurring contemporaneously with or related prior to the Closing; provided, however, that nothing contained in this Section 13.12 shall operate to release any claim by the Purchaser or its Affiliates (including, after the Closing, the Companies) arising out of or relating to this Agreement, the Note Purchase Agreement Transaction Documents or any claim relating to fraud, commission of a felony, gross negligence, willful misconduct or the breach of any employment agreements or policies. (c) The Seller, for itself and on behalf its Affiliates, on the one hand, and the Purchaser, for itself and on behalf of its Affiliates, on the other hand, waives any and all rights (to the extent permitted by Requirements of Law) that may have the effect of limiting the releases as set forth in this Section 13.12. In this regard, the Seller, for itself and on behalf its Affiliates, on the one hand, and the Purchaser, for itself and on behalf of its Affiliates, on the other hand, waives its rights, to the extent permitted by Requirements of Law, to any benefits of the provisions of Section 1542 of the California Civil Code or any other Transaction Document, or any act, event or transaction related or attendant thereto, or similar Requirements of Law that may have the agreements effect of any Noteholder contained thereinlimiting the releases set forth this Section 13.12. Section 1542 of the California Civil Code provides: [Signature page follows.]

Release. Each Credit Party In consideration of the agreements of Administrative Agent and Pass Creek contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledges acknowledged, each Borrower and agrees that: Parent (acollectively, the “Loan Parties”) neither it nor any hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges Administrative Agent and Pass Creek and all respective affiliates and subsidiaries of its Subsidiaries has any claim or cause of action against any Noteholder (or any of Administrative Agent and Pass Creek, their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, principals, advisors, directors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesshareholders, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesheirs, directorslegal representatives, officers, employees, agents, attorneys successors and consultants of each of the foregoing assigns (collectively, the “Released Lender Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseobligations, remedies, suits, damages and liabilities (collectively, the “Loan Party Claims”) arising out of or related to the Credit Agreement, the other Loan Documents, or the transactions contemplated therein, whether known now known, suspected or unknownclaimed, contingent whether arising under common law, in equity or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisestatute, which any Releasor has heretofore Loan Party ever had or now or hereafter can, shall or has against the Released Lender Parties which may have against arisen at any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, time on or prior to the Effective Date directly arising out ofdate of this Amendment. Each Loan Party covenants and agrees never to commence, connected with voluntarily aid in any way, prosecute or related cause to be commenced or prosecuted against any of the Released Lender Parties any action or other proceeding based upon any of the Loan Party Claims which may have arisen at any time on or prior to the date of this AgreementAmendment. Each Loan Party acknowledges and agrees that the Released Lender Parties have acted in good faith in negotiating and entering into this Amendment and that the provisions hereof are not in breach or violation of any duty or obligation, express or implied, of the Note Purchase Agreement or Released Lender Parties to any other Transaction Document, or any act, event or transaction related or attendant thereto, or the such Loan Party. The agreements of any Noteholder contained thereineach Loan Party set forth in this Section 15 shall survive the termination or expiration of this Amendment and the termination of the Loan Documents and the repayment, satisfaction or discharge of the Obligations.

Release. Each Credit Party hereby acknowledges A. Employee, on behalf of himself, and agrees that: (a) neither it nor any other person or entity which could make any claims through him forever releases and fully discharges the Company, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any subsidiaries and affiliates, together with each of their respective Affiliatesofficers, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesrepresentatives, and all of their Subsidiaries and Affiliatesheirs, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs insurers, subsidiaries, partners, and representatives any other person or entity that could be made liable through any of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) them from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesrights, actions, proceedings and causes of action, in each caseaction that could be asserted, whether known or unknown, contingent or fixedwhich Employee has, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any actin the future have, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with from or related to this AgreementEmployee's relationship with the Company or any of its subsidiaries and affiliates, or the Note Purchase Agreement termination thereof, or any relationship with any of them, including, but not limited to, claims arising out of or related in any manner to any breach of contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort, or any violation of any federal, state, or local statute, order, rule or regulation. B. The Company, on behalf of itself, and any other person or entity that could make any claims through it, forever releases and fully discharges Employee and any other person or entity that could be made liable through him from any and all claims, demands, rights, actions and causes of action that could be asserted, whether known or unknown, which the Company had, now has, or may in the future have, arising from or related to Employee's relationship with Company or any of its affiliates, or the termination thereof, or any other Transaction Documentrelationship with any of them, including, but not limited to, claims arising out of or related in any manner to any breach of contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort, or any actviolation of any federal, event or transaction related or attendant theretostate, or local statute, order, rule or regulation. C. Employee expressly acknowledges that he may have presently unknown or unsuspected claims against the agreements Company, and has been provided the consideration detailed above in exchange for and full satisfaction and discharge of any Noteholder contained thereinsuch claims. The parties specifically waive all rights that they may have under California Civil Code section 1542, which provides that: "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 is known by him must have materially affected his settlement with the debtor." D. The parties specifically waive any rights they may have under any similar Federal or State statute or law. E. This release does not supersede any rights Employee may have for indemnification as an officer of the Company.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesEffective on the date hereof, directorsB▇▇▇▇▇▇▇, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents New Holdco and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each caseGuarantor, for itself and on behalf of its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectivelyofficers, the “Releasors”) does directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby fullywaives, finallyreleases, unconditionally and irrevocably release, waive remises and forever discharge discharges Agent and each Noteholder and Lender, each of their respective Affiliates, and each of their respective successors in title, past and present officers, directors, officers, employees, agentslimited partners, attorneys general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and consultants of each other professionals and all other persons and entities to whom any member of the foregoing Lenders would be liable if such persons or entities were found to be liable to Borrower or such Guarantor (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all past and present claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, claimsdeficiencies, allegationsdiminution in value, disbursements, demands, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each casea “Claim” and collectively, the “Claims”), whether known or unknown, contingent fixed or fixedcontingent, direct or direct, indirect, and of whatever nature or descriptionderivative, and whether in law asserted or in equityunasserted, under contractmatured or unmatured, tortforeseen or unforeseen, statute past or otherwisepresent, liquidated or unliquidated, suspected or unsuspected, which any Releasor has heretofore Borrower or such Guarantor ever had from the beginning of the world, now has, or now or might hereafter can, shall or may have against any Released Party by reason such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior such Releasee with respect to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Credit Agreement or any other Transaction Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, B▇▇▇▇▇▇▇, New Holdco, and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” As to each and every Claim released hereunder, B▇▇▇▇▇▇▇, New Holdco and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower, New Holdco, and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any actsuch differences or additional facts. Borrower, event New Holdco, and each Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or transaction related other proceeding which may be instituted, prosecuted or attendant theretoattempted in breach of the provisions of such release. (b) Borrower, New Holdco, and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Borrower, New Holdco and each Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the agreements validity, priority, enforceability or the extent of Agent’s Lien on any Noteholder contained thereinitem of Collateral under the Credit Agreement or the other Loan Documents. If Borrower, New Holdco, or any Guarantor, or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any As of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationClosing Date, each of the Credit Contributing Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ReleasorsReleasing Parties”) does ), hereby fully, finally, unconditionally and irrevocably release, waive releases and forever discharge discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by Law, each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each member of the foregoing Partnership Group (and any predecessor entity of any member of the Partnership Group) (collectively, the “Released Parties”) from any and all debts, claims, allegationsliabilities, obligations, damages, costs, attorneys’ fees, suitsclaims, demands, liabilities, actions, proceedings and actions or causes of action, in each casesuits, whether known judgments or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason controversies of any actkind whatsoever that such Releasing Party may possess against each Released Party, omission if any, or thing whatsoever done any of them that arises out of or omitted is based on any (collectively, “Pre-Transaction Claims”) agreement or understanding or act or failure to be doneact (including any act or failure to act that constitutes ordinary or gross negligence or reckless or willful, in each casewanton misconduct), misrepresentation, omission, transaction, fact, event or other matter occurring on or prior to the Effective Closing Date directly arising out of(whether based at law or in equity or otherwise, connected foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively “Pre-Transaction Matters”), including: (a) claims by such Releasing Party with respect to repayment of loans or related indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which such Releasing Party is a party (other than this Agreement, the Note Purchase Agreement or any other Transaction Document); and (c) claims by such Releasing Party with respect to equity interests, dividends, distributions, violations of preemptive rights and such Releasing Party’s status as an officer, director, stockholder, member, option holder or other security holder of a Released Party; provided, however, that this Section 11.1 shall not apply to any claim to enforce this Agreement or any actof the Transaction Documents. Each Releasing Party further agrees, event from and after the Closing Date, not to file or transaction related bring any claim before any Governmental Entity on the basis of or attendant thereto, respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter against any Released Party. Each Releasing Party (i) acknowledges that such Releasing Party fully comprehends and understands all the terms of this Section 11.1 and their legal effects and (ii) expressly represents and warrants that (A) such Releasing Party is competent to effect the release made in this Section 11.1 knowingly and voluntarily and without reliance on any statement or the agreements representation of any Noteholder contained thereinReleased Party or its representatives and (B) such Releasing Party had the opportunity to consult with an attorney of such Releasing Party’s choice regarding this Section 11.1.

Release. Each Credit Seller and each other Seller Party executing the Required Documentation for itself, himself or herself, and its, his or her heirs, personal representatives, successors and assigns (collectively, the “Releasors”), hereby acknowledges and agrees that: (a) neither it nor any forever fully and irrevocably releases and discharges Buyer, the Surviving Corporation, each of its Subsidiaries has any claim or cause of action against any Noteholder (or any respective Subsidiaries, and each of their respective Affiliatespredecessors, successors, direct or indirect subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debtsactions, suits, claims, allegationsdemands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirectexpense, and attorneys’, brokers’ and accountants fees and expenses) arising out of whatever nature or descriptionrelated to events, and whether in law facts, conditions or in equity, under contract, tort, statute circumstances existing or otherwisearising prior to the Closing Date, which any Releasor has heretofore had or now or hereafter the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and (b) irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding against any Released Party by reason based upon any Released Claim. Notwithstanding the preceding sentence of this Section 4.8, “Released Claims” does not include, and the provisions of this Section 4.8 shall not release or otherwise diminish, (i) the obligations of any actParty set forth in or arising under any provisions of this Agreement or the Ancillary Agreements, omission and (ii) if such Seller Party is an employee of the Company or thing whatsoever done or omitted to be doneany of its Subsidiaries, in each case, on or prior to respect of (i) the Effective Date directly arising out of, connected with or related to this Agreement, current year’s accrued but unpaid compensation and (ii) such employee’s outstanding benefits under the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or Employee Benefit Plans of the agreements Company as of any Noteholder contained thereinthe Closing Date.

Release. Each Credit Party hereby acknowledges forever releases, waives, and agrees that: (a) neither it nor any of discharges Lender, its Subsidiaries has any claim or cause of action against any Noteholder (or any Affiliates, their predecessors, successors, and assigns, and each of their respective Affiliatesofficers, directors, officersshareholders, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesrepresentatives, and all of their Subsidiaries and Affiliatesconsultants (each, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the a “Released PartiesParty”) from any and all debts, claims, allegationsactions, obligationsinvestigations, demands, damages, costsand expenses, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever kind or nature or descriptionand however characterized, and whether in law or at law, in equity, under contract, tort, statute or otherwise, which that any Releasor Credit Party has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any actParty, omission known or thing whatsoever done unknown, foreseen or omitted to be doneunforeseen, now existing or arising in each casethe future, based in whole or in part on facts (whether or not now known), existing on or prior before the date hereof, that relate to the Effective Date directly arising or arise out ofof this Modification, connected with or related to this Agreementany other Loan Document, the Note Purchase Agreement or any other Transaction Documenttransactions contemplated thereby, or any actacts or omissions in connection therewith. Each Credit Party agrees not to assert any claim, event or transaction related or attendant thereto▇▇▇, or otherwise institute any court or other legal proceeding against any Released Party that is covered by the agreements of any Noteholder contained thereinreleases set forth herein. FURTHER, EACH CREDIT PARTY EXPRESSLY WAIVES ANY PROVISION OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WITH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY’S AGREEMENT WITH THE RELEASED PARTIES.

Release. Each Credit Party hereby acknowledges and agrees that: (ai) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any Effective as of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationClosing, each of the Credit Parties (in each caseSellers, for itself and on behalf of its Subsidiaries Affiliates (other than the Targets) and Affiliates each of its and the their successors, assigns, heirs and representatives of each of the foregoing) executors (collectivelyeach, the a “ReleasorsSeller Releasor”) does ), hereby fullyirrevocably, finallyknowingly and voluntarily releases, unconditionally and irrevocably release, waive discharges and forever discharge each Noteholder waives and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and relinquishes all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actionsdefenses, proceedings setoffs, counterclaims, actions and causes of action, in each caseaction of whatever kind or nature, whether known or unknown, contingent which any Seller Releasor has, may have or fixedmight have or may assert now or in the future, direct against any of the Targets and any of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Target Releasee”), arising out of, based upon or indirectresulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken or expressly permitted prior to the Closing; provided, however, without limiting Section 5(o)(i), that nothing contained in this Section 6(m)(i) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent arising under any Surviving Intercompany Agreement or this Agreement and the Ancillary Agreements. Sellers shall, and shall cause each Seller Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Target Releasee based upon any matter released pursuant to this Section 6(m)(i). The parties hereto hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by any Seller Releasor or Target Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (ii) Effective as of the Closing, Buyer on behalf of the Targets and each of their successors, assigns, heirs and executors (each, a “Buyer Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, liabilities, defenses, setoffs, counterclaims, actions and causes of action of whatever nature kind or descriptionnature, and whether in law known or in equity, under contract, tort, statute or otherwiseunknown, which any of the Targets may have had prior to the Closing against any of Sellers or their Affiliates (other than the Targets) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Seller Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken or expressly permitted prior to the Closing; provided, however, without limiting Section 5(o)(i), that nothing contained in this Section 6(m)(ii) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent arising under the Surviving Intercompany Agreements or this Agreement and the Ancillary Agreements. Buyer shall, and shall cause each Buyer Releasor has heretofore had to, refrain from, directly or now indirectly, asserting any claim or hereafter candemand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Seller Releasee based upon any matter released pursuant to this Section 6(m)(ii). The Parties hereby acknowledge and agree that the execution and delivery of this Agreement shall not constitute an acknowledgment of or an admission by any Buyer Releasor or Seller Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. (iii) Without limiting the generality of the foregoing, effective as of the Closing, Sellers hereby irrevocably and forever waive and release any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that Sellers might otherwise have against any Released Party by reason of any actthe Targets with respect to representations and warranties made and, omission or thing whatsoever done or omitted the covenants, obligations and agreements to be done, in each case, on performed at or prior to the Effective Date directly arising out ofClosing, connected with or related by the Targets in this Agreement and the Ancillary Agreements and the certificate delivered at the Closing pursuant to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinSection 7(a)(v).

Release. Each Credit Party In exchange for the payment to Employee of the consideration described in Paragraph 1 of this Agreement, Employee hereby acknowledges fully, forever, irrevocably and agrees that: (a) neither it nor any of unconditionally releases and discharges Employer and its Subsidiaries has any claim or cause of action against any Noteholder (or any of Affiliates, including their respective Affiliatespast and present officers, directors, officersmembers, employees, agentsattorneys, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiestheir representatives, and all of their Subsidiaries and Affiliatespersons acting by, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingthrough, the Noteholders wish under, or in concert with them (and the Credit Parties agree) hereinafter collectively referred to eliminate any possibility that any past conditionsas “Releasees”), acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debtsclaims or damages which Employee has, claimshad, allegationsor may have, obligationsarising out of any act, damagesevent, costsor omission that relates to, or arises out of, Employee’s employment with Employer or Employee’s separation therefrom, occurring from the beginning of time to the Effective Date of this Agreement, whether now known or unknown, and whether asserted or unasserted. With full understanding of the rights afforded under these laws, Employee agrees not to file any charge, claim or other action against Employer and/or Releasees based upon any alleged violation of these laws and waives any right to assert a claim for relief available under these laws against Employer and/or Releasees including, but not limited to, back pay, front pay, attorneys’ fees, suitsdamages, demandsreinstatement, liabilitiesor injunctive relief. Employer, actionson behalf of itself and its Affiliates, proceedings including their past and causes present officers, directors, members, employees, attorneys, their representatives, and all persons acting by, through, under, or in concert with them, hereby fully, forever, irrevocably and unconditionally releases and discharges Employee from any and all claims or damages which Employer has, had, or may have, arising out of actionany act, in each caseevent, or omission that relates to, or arises out of, Employee’s employment with Employer or Employee’s separation therefrom, occurring from the beginning of time to the Effective Date of this Agreement, whether now known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law asserted or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinunasserted.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesEffective at the Closing, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each caseSeller, for itself and its Subsidiaries and Affiliates and the successorsrespective heirs, assignsexecutors, heirs beneficiaries, administrators, successors and representatives assigns of each of the foregoing) foregoing (each, a “Releasor” and collectively, the “Releasors”) does ), hereby fully, finally, irrevocably and unconditionally and irrevocably release, waive release and forever discharge Purchaser, the Acquired Companies, each Noteholder of their respective Affiliates and each of their respective and their respective Affiliates’ present and former officers, directors, officersmanagers, equityholders, members, employees, agents, attorneys Representatives, successors and consultants assigns of each of the foregoing (collectively, the “Released PartiesReleasees”) ), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, contracts, agreements, covenants, obligations, debts, costs, expenses, attorney’s fees, and other liabilities of whatever kind or nature, in each caselaw or equity, by statute or otherwise, whether now known or unknown, vested or contingent or suspected or unsuspected, (“Claims”), which such Releasor now has, has ever had or may hereafter have against any of the Releasees arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing relating to the Business or the Acquired Companies (collectively, the “Released Claims”). Each Releasor hereby irrevocably consents to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced any lawsuit of any kind against any Releasee based upon any matter released hereby. Notwithstanding the foregoing, nothing contained in this Section 7.9 will operate to waive or release any Claims, whether known or unknown, contingent suspected or fixedunsuspected, direct matured or indirectunmatured, and of whatever nature or description, and whether in arising at law or in equity, under contract, tort, statute or otherwise, which equity that any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to under this Agreement, the Note Purchase Agreement or any agreements, certificates or other Transaction Documentdocuments entered into in accordance with, or any actpursuant to, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinthis Agreement.

Release. Each Credit Loan Party hereby acknowledges and agrees that: , through the date hereof, each Lender, each of the Administrative Agent, the Collateral Agent, the Blackstone Representative and the Ally Representative, has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with such Loan Party in connection with the Existing Credit Agreement (a) neither it nor as amended hereby), and the other Loan Documents, and each Loan Party hereby waives and releases any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of claims to the contrary with respect to the period through the date hereof to the maximum extent permitted by law, each Loan Party hereby unconditionally and irrevocably releases, acquits and forever discharges each Lender, the Administrative Agent, the Collateral Agent, the Blackstone Representative and the Ally Representative as well as their respective Affiliatesaffiliates, and their respective officers, directors, officers, employees, agents, attorneys or consultants or attorneys, advisors, successors and assigns, both present and former, from any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all claims, demands, obligations, duties, liabilities, damages (including special, punitive, indirect and/or consequential damages), expenses, claims of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsoffset, acts, omissions, events losses and/or defenses, known or circumstances would impair unknown or otherwise adversely affect any accrued or not accrued as of the Noteholders’ rightsdate hereof, interests, security and/or remedies under the Note Purchase Agreement with respect to (i) this Amendment and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Existing Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement other Loan Documents and the transactions contemplated hereby and thereby, (ii) each Lender’s and the Administrative Agent’s, the Collateral Agent’s, the Blackstone Representative’s and the Ally Representative’s acts, statements, conduct, representations and omissions made in connection therewith, or (iii) any fact, matter, transaction or event relating thereto. Each Loan Party hereby acknowledges that it has not relied upon any representation of any kind made by any Lender, the Administrative Agent, the Collateral Agent, the Blackstone Representative and the Ally Representative or any other Transaction Document, affiliate or any act, event or transaction related or attendant thereto, or agent thereof in making the agreements of any Noteholder contained thereinforegoing release.

Release. Each Credit Party Principal hereby acknowledges generally releases and agrees that: discharges ------- the Company and its subsidiaries (a) neither it nor any which for purposes hereof, shall also include each of its Subsidiaries has any claim or cause the Company's predecessors, each of action against any Noteholder (or any of their respective Affiliatesthe present and former shareholders, directors, officers, employees, agents, attorneys employees and agents of the Company or consultants or its subsidiaries and any and all affiliates of any of the foregoing) in connection with the Transaction Documents foregoing and (b) each Noteholder has heretofore properly performed their successors and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”each a "Released Party") does hereby fully, finally, unconditionally of and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debtscommitments, claims, allegations, obligations, damages, costs, attorneys’ feesindebtedness, suits, demands, obligations and liabilities, actionscontingent or otherwise, proceedings of every kind and nature, including claims and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether action both in law or and in equity, under contractwhich the Principal and/or his heirs, tortexecutors, statute administrators or otherwiseassigns ever had, which any Releasor now has heretofore had or, to the extent arising from or now or hereafter can, shall or may have against any Released Party by reason of in connection with any act, omission or thing whatsoever done state of facts taken or omitted to be done, in each case, existing on or prior to the Effective Date directly date hereof, may have after the date hereof, against any Released Party, whether asserted, unasserted, absolute, contingent, known or unknown, other than claims or causes of action arising out ofunder or pursuant to (i) any of the Agreements listed on Schedule 7.11 hereto or (ii) all indemnification rights of the ------------- Principal in his capacity as a director and officer of each of the Company and its subsidiaries to the same extent such rights exist as of the date hereof under the charter documents and by-laws of each of the Company and its subsidiaries and under applicable state law. The Principal hereby represents to the Released Parties that (i) he has not assigned any claim or possible claim against any Released Party, connected (ii) he fully intends to release all claims against the Released Parties including without limitation unknown and contingent claims (other than those specifically reserved above), and (iii) he has consulted with or related counsel with respect to the execution and delivery of this Agreementgeneral release and has been fully apprised of the consequences hereof. Without limitation of the foregoing, the Note Purchase Company and each of the Selling Stockholders agree that the Stockholders' Agreement or any other Transaction Documentbetween ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Boron, or any act▇▇▇▇▇▇ & Associates, event or transaction related or attendant theretoInc. dated July 1, or the agreements of any Noteholder contained therein.1996 is hereby terminated. [END OF TEXT]

Release. Each Credit The Loan Parties may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Financing Agreement or the other Loan Documents. The Agent, the Lead Arranger, the Service Agent, the Lenders and the Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each Loan Party makes the releases contained in this Section 17. In consideration of the Agent, the Lead Arranger, the Service Agent, and the Lenders entering into this Amendment and agreeing to substantial concessions as set forth herein, each Loan Party hereby acknowledges fully and agrees that: (a) neither it nor any unconditionally releases and forever discharges each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of the Agent, the Lead Arranger, the Service Agent and the Lenders, and their respective Affiliates, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, attorneys or consultants or representatives, successors and assigns and all persons, firms, corporations and organizations acting on any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) behalves (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “"Released Parties”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casecosts or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, contingent liquidated or fixedunliquidated, direct fixed or indirectcontingent, and of whatever nature asserted or descriptionunasserted, and whether in law foreseen or in equityunforeseen, under contractmatured or unmatured, tortsuspected or unsuspected, statute anticipated or otherwiseunanticipated, which any Releasor has heretofore Loan Party has, had, claims to have had or now or hereafter can, shall or may claims to have against any the Released Party Parties by reason of any actact or omission on the part of the Released Parties, omission or thing whatsoever done any of them, occurring prior to the date on which this Amendment is executed, including all such loss or omitted damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to be doneand including the date on which this Amendment is executed, including the administration or enforcement of the Revolving Loans, the Term Loans, the Obligations, the Financing Agreement or any of the Loan Documents, in each case, on regarding or prior relating to the Effective Date directly arising out ofFinancing Agreement and the other Loan Documents (collectively, connected with or related to this Agreementall of the foregoing, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements “Claims”). Each Loan Party represents and warrants that it has no knowledge of any Noteholder contained thereinclaim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by any Loan Party against the Released Parties which is not released hereby, in each case, regarding or relating to the Financing Agreement and the other Loan Documents. Each Loan Party represents and warrants that the foregoing constitutes a full and complete release of all such Claims.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the MMIS Entities) and any of its Subsidiaries has and their respective agents, successors and permitted assigns (such Persons, including Purchaser, each a “Purchaser Waiving Party”), at the Closing, hereby releases, remises and forever discharges all claims (other than as set forth in this Article X or claims under any claim or cause of action against any Noteholder (Ancillary Agreements) that Purchaser or any of their respective Affiliatesits Affiliates has had, directorsnow has or might have in the future against any Seller Related Party arising under, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with or in any manner related to (i) the conduct of the MMIS Business prior to Closing or to any business conducted by Seller Group prior to the Closing and (ii) this Agreement or the Transaction, or any statements made or actions taken in connection with or that otherwise relate to the Transaction Documents or the negotiation, execution and performance of or breach of this Agreement (clauses (i) and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesii), and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ReleasorsPurchaser Waived Matters”) does ). Purchaser hereby fullycovenants and agrees that, finallyother than as set forth in this Article X and claims under any Ancillary Agreement, unconditionally it shall not, and irrevocably releaseit shall cause the other Purchaser Waiving Parties not to, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from institute any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of actionAction in any way under, in each case, connection with or in any manner related to the Purchaser Waived Matters (whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in at law or in equity, under equity or based on contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have ) against any Released Seller Related Party. (b) Seller, on behalf of itself and its Controlled Affiliates and any of its and their respective agents, successors and permitted assigns (such Persons, including Seller, each a “Seller Waiving Party”), at the Closing, hereby releases, remises and forever discharges all claims (other than as set forth in this Article X or claims under any Ancillary Agreements) that Seller or any of its Affiliates has had, now has or might have in the future against any Purchaser Related Party arising under, in connection with or in any manner related to this Agreement or the Transaction, or any statements made or actions taken in connection with or that otherwise relate to the Transaction or the negotiation, execution and performance of or breach of this Agreement (the “Seller Waived Matters”). Seller hereby covenants and agrees that, other than as set forth in this Article X and claims under any Ancillary Agreement, it shall not, and it shall cause the other Seller Waiving Parties not to, institute any Action in any way under, in connection with or in any manner related to the Seller Waived Matters (whether at law or in equity or based on contract, tort, statute or otherwise) against any Purchaser Related Party. (c) Notwithstanding anything to the contrary contained herein, each Seller Waiving Party hereby irrevocably and unconditionally (i) acknowledges and agrees that this Agreement may not be enforced against any Financing Party or its representatives and none of the Financing Parties or their representatives shall have any liability under this Agreement or for any claim or proceeding (whether at law or in equity or based on contract, tort, statute or otherwise) based on, in respect of, or by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Debt Financing, the Debt Commitment Letter or the performance thereof, (ii) waives any rights or claims against any of the Financing Party or their representatives in connection with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, Debt Financing or the agreements of Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and (iii) agrees not to commence (and if commenced agree to dismiss or otherwise terminate, and not to assist) any Noteholder contained thereinaction, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Party or its representatives under this Agreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby.

Release. Each Credit Party In consideration of the execution, delivery and performance of this Agreement by CTI, each of Kingman and the Company (each, a “Releasor”) hereby acknowledges and agrees that: reciprocally gives the following general release effective to each other as of the Closing: (a) neither it nor any such Releasor, on its own behalf and on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents successors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectivelygenerally, the “Releasors”) does hereby fully, finallyirrevocably, unconditionally and irrevocably releasecompletely releases, waive acquits and forever discharge each Noteholder discharges CTI, its Affiliates, and each of their respective Affiliates, directors, officers, employees, agents, attorneys officers and consultants of each of the foregoing directors (collectively, the “Released Parties”) ), to the fullest extent permitted by applicable Law, from any and all debtsLosses of every type, claimskind, allegationsnature, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casedescription or character, whether known or unknown, contingent liquidated or fixedunliquidated, direct that such Releasor has, owns or indirectholds, and of whatever nature or descriptionclaims to have, and whether in law own or in equityhold, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any acthave, omission own or thing whatsoever done or omitted to be donehold, in each case, arising from the beginning of time through the Closing Date with respect to any matter involving the Redeemed Shares, the Company or the Company’s business arising on or prior to the Effective Date directly arising out ofClosing (collectively, connected with but subject to the immediately following proviso, “Released Claims”); provided, however, that nothing in this Section 5.10 shall constitute a release or related to waiver (i) of any rights of such Releasor under this Agreement, the Note Purchase Agreement or any other Transaction Documentagreement executed and delivered in connection herewith, or (ii) any actamounts owed to the Company by CTI Europe GMBH. Each Releasor represents that such Releasor has not assigned or transferred or purported to have assigned or transferred to any Person any Released Claims; (b) such Releasor is aware that such Releasor may hereafter discover claims or facts in addition to or different from those such Releasor now knows or believes to exist, event which if such Releasor had known, may have affected such Releasor’s decision to execute this Agreement; however, such Releasor hereby settles and releases all of the Released Claims which such Releasor had, has or transaction related may have against the Released Parties including arising out of such additional or attendant theretodifferent facts; and (c) such Releasor represents and agrees that such Releasor (i) has not filed with any Governmental Authority or any other Person any action, audit, suit, hearing, claim, complaint, dispute, controversy, lawsuit, litigation, investigation, examination, arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) against any of the agreements of Released Parties involving any Noteholder contained thereinReleased Claims and such Releasor (ii) shall not do so at any time hereafter.

Release. Each Credit Party hereby acknowledges and agrees that: (ai) neither it nor any of its Subsidiaries has any claim or cause of action against the Agent or any Noteholder Lender (or any of their respective Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys or consultants or agents in their capacities for the Agent or any of the foregoingLender) in connection with the Transaction Loan Documents and (bii) the Agent and each Noteholder Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, Parties and all of their Subsidiaries and Affiliates, under the Note Purchase Credit Agreement and the other Transaction DocumentsLoan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Noteholders Agent and the Lenders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ Agent's and the Lenders' rights, interests, security and/or remedies under the Note Purchase Credit Agreement and the other Transaction Loan Documents. Accordingly, for and in consideration of the agreements contained in this Agreement Amendment and other good and valuable consideration, each of the Credit Parties Party (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “"Releasors”") does hereby fully, finally, unconditionally and irrevocably release, waive release and forever discharge the Agent, each Noteholder Lender and each of their respective Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys consultants and consultants of each of agents in their capacities as the foregoing Agent or any Lender (collectively, the “"Released Parties”") from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ ' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, done on or prior to the Amendment Effective Date directly arising out of, connected with or related in any way to this AgreementAmendment, the Note Purchase Credit Agreement or any other Transaction Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Agent or any Noteholder Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Amendment Effective Date.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of Each Loan Party hereby releases and forever discharges Agent and Lenders and their respective Affiliatesparents, subsidiaries and affiliates, past or present, and each of them, as well as their respective directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirectunsuspected by such Loan Party (collectively, “Claims”), which such Loan Party now owns or holds or has at any time heretofore owned or held and which are in existence on the First Amendment Effective Date (collectively the “Released Matters”). (b) Each Loan Party represents, warrants and agrees, that in executing and entering into this release, it is not relying and has not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment, the Credit Agreement or the Loan Documents. Each Loan Party has reviewed this release with its legal counsel, and understands and acknowledges the significance and consequence of whatever nature this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or descriptionembodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to such Loan Party or believed by such Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and whether in law shall not be subject to termination, modification or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party rescission by reason of any actsuch difference in facts. (c) Each Loan Party, omission or thing whatsoever done or omitted to be doneon behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not sue (at law, in each caseequity, in any regulatory proceeding or otherwise) any Releasee on or prior to the Effective Date directly arising out ofbasis of any Claims released, connected with or related remised and discharged by such Loan Party pursuant to this AgreementSection 12. If any Loan Party violates the foregoing covenant, the Note Purchase Agreement or Loan Parties agree to pay, in addition to such other damages as any other Transaction DocumentReleasee may sustain as a result of such violation, or all attorneys’ fees and costs incurred by any act, event or transaction related or attendant thereto, or the agreements Releasee as a result of any Noteholder contained thereinsuch violation.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any In consideration of the compensation benefits set forth in Section 3 hereof, to the fullest extent permitted by law you (on behalf of yourself, your heirs, executors, administrators, successors, and assigns) waive, release and forever discharge the Company and each of its Subsidiaries has any claim or cause past and current parents, subsidiaries, affiliates, and each of action against any Noteholder (or any of its and their respective Affiliates, past and current directors, officers, members, trustees, employees, representatives, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, employee benefit plans and (b) such plans’ administrators, fiduciaries, trustees, recordkeepers and service providers, and each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesand their respective successors and assigns, each and all of them in their Subsidiaries personal and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish representative capacities (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, collectively the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released PartiesCompany Releasees”) from any and all debtsclaims legally capable of being waived, claimsagreements, allegations, obligations, damages, costscauses of action, attorneys’ fees, suitscosts, demandsdamages, liabilities, actions, proceedings and causes of action, in each caseor any right to any monetary recovery or any other personal relief, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under by contract, tort, statute law of trust or otherwisepursuant to federal, state or local statute, regulation, ordinance or common law, which any Releasor has heretofore had or you now or hereafter canhave, shall ever have had, or may have against hereafter have, whether known or unknown to you, arising at any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior time up to the Effective Date directly arising out of, connected with or related to date of execution of this Agreement, arising out of or relating in any way to your employment with the Note Purchase Company or the termination thereof. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, the Age Discrimination in Employment Act (“ADEA”) (29 U.S.C. Section 621, et seq.), 42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Family and Medical Leave Act of 1993, the Massachusetts Fair Employment Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Parental Leave Act, the Massachusetts Labor and Industries Act, the Massachusetts right of privacy law, the Massachusetts Wage Act (as further explained below), the Massachusetts Earned Sick Time law, the Massachusetts Equal Pay Act, and the Massachusetts Minimum Fair Wage Law, as well as any claim or right under your Employment Agreement or any other Transaction Document, employment agreement with the Company or its current or prior affiliates and any act, event or transaction related or attendant amendments thereto, or the agreements of any Noteholder contained therein.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Except with respect to the matters, rights and obligations specified in Section 13(b) below, each Borrower hereby releases and forever discharges Bank and its respective parents, subsidiaries and affiliates, past or present, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of them, as well as their respective Affiliates, directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleases”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by such Borrower, and whether in law concealed or hidden (collectively, “Claims”), which such Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in equityconnection with any matter, under contractcause or thing existing at any time prior to the date hereof or anything done, tortomitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”). (b) It is expressly understood and agreed that it is the intent of Borrowers to forever release claims against Releases arising out of the Released Matters, statute but that nothing herein shall affect the obligations of Bank arising subsequent to the date hereof, including, but not limited to, compliance subsequent to the date hereof with all terms and conditions of this Agreement, the Loan Agreement and the other Loan Documents. (c) Each Borrower represents, warrants and agrees that in executing and entering into this release, it is not relying and has not relied upon any representation, promise or otherwisestatement made by anyone which is not recited, which contained or embodied in this Agreement, the Loan Agreement or the other Loan Documents. Each Borrower has reviewed this release with such Borrower’s legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Each Borrower understands and expressly assumes the risk that any Releasor has heretofore had fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to such Borrower or hereafter canbelieved by such Borrower to be true. Nevertheless, each Borrower intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any act, omission or thing whatsoever done or omitted to be done, such difference in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinfacts.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Upon the Date of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingFinal Judgment, the Noteholders wish (and the Credit Releasing Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably shall completely release, waive acquit, and forever discharge each Noteholder the Settling Defendant’s Released Parties from any and each all claims, demands, actions, suits, causes of action, whether known or unknown, whether class, individual, parens patriae, or otherwise in nature, and regardless of whether or not any member of the Settlement Class has objected to the Settlement Agreement or makes a claim upon or participates in the Settlement Fund, whether directly, representatively, derivatively, or in any other capacity, that the Releasing Parties ever had, now has, or hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and all known and unknown, foreseen and unforeseen, suspected or unsuspected, actual or contingent, liquidated or unliquidated claims, injuries, losses, civil or other penalties, restitution, disgorgement, damages, and the consequences thereof that have been asserted in the Allegations in the Action, or could have been asserted, under federal or state law in any way arising out of or relating in any way to an alleged or actual conspiracy or agreement between or among Defendants, any purported or alleged co-conspirators, their respective Affiliatessubsidiaries, directorsparents, officersand/or related entities, employeesrelating to reducing competition for the hiring, agentssolicitation, attorneys and consultants of each of retaining of, or to fixing, depressing, restraining, exchanging information about, or otherwise reducing the foregoing Compensation paid or provided to, the Releasing Parties by Defendants, alleged co-conspirators, their respective subsidiaries, parents, and/or related entities (collectively, the “Released PartiesClaims”) from any and all debts). Notwithstanding the above, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained therein.“Released

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Anything contained herein to the contrary notwithstanding, in consideration for the Purchase Price, as of and following the Closing Date, Seller, as seller of the Acquired Assets and assignor of the Assumed Liabilities hereunder, on its own behalf and on behalf of any of its Subsidiaries Affiliates, shareholders, creditors and other parties in interest (collectively, the “Seller Releasing Parties”), knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to ▇▇▇ Purchaser or any of Purchaser’s Affiliates, predecessors, successors, parents, subsidiaries and current, former and future Representatives, from and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, actual or potential, suspected or unsuspected, fixed or contingent, that Seller or any Seller Releasing Party has or may have, now or in the future, arising out of, relating to or resulting from any right to payments or other compensation, act of commission or omission, errors, negligence, strict liability, breach of contract, right to indemnification (whether pursuant to an entity’s charter documents or otherwise), tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, including any claim or cause of action based on any theory of successor liability; provided, however, that such release shall not cover any claims against Purchaser or arising as a result of any Noteholder (breach by Purchaser of a specific obligation under this Agreement. In the event of any suit, claim, demand or other action brought against Purchaser or any of their respective Affiliatesits Affiliates by a Seller Releasing Party, directorsPurchaser or such Affiliate may file a copy of this release with Purchaser’s or such Affiliate’s motion to dismiss, officers, employees, agents, attorneys request for summary judgment or consultants or any of the foregoing) in connection with the Transaction Documents motion seeking similar relief and no Seller Releasing Party may object thereto. (b) each Noteholder has heretofore properly performed Anything contained herein to the contrary notwithstanding, in consideration for the closing of the Contemplated Transactions, as of and satisfied in a timely manner all following the Closing Date, Purchaser, as purchaser of the Acquired Assets and assignee of the Assumed Liabilities hereunder, on its own behalf and on behalf of any of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingshareholders, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement creditors and other good and valuable consideration, each of the Credit Parties (parties in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) interest (collectively, the “ReleasorsPurchaser Releasing Parties”) does hereby fully), finallyknowingly, voluntarily and unconditionally releases, forever discharges, and irrevocably release, waive and forever discharge each Noteholder and each covenants not to ▇▇▇ Seller or any of their respective Seller’s Affiliates, directorspredecessors, officerssuccessors, employeesparents, agentssubsidiaries and current, attorneys former and consultants of each of the foregoing (collectivelyfuture Representatives, the “Released Parties”) from and for any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casedemands, whether suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, contingent asserted or fixedunasserted, direct accrued or indirectunaccrued, and of whatever nature liquidated or descriptionunliquidated, and whether in law due or to become due, actual or potential, suspected or unsuspected, fixed or contingent, that Purchaser or any Purchaser Releasing Party has or may have, now or in equitythe future, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with relating to or related resulting from any right to payments or other compensation, act of commission or omission, errors, negligence, strict liability, breach of contract, right to indemnification (whether pursuant to an entity’s charter documents or otherwise), tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, including any claim or cause of action based on any theory of successor liability; provided, however, that such release shall not cover any claims against Seller or arising as a result of any breach by Seller of a specific obligation under this Agreement. In the event of any suit, the Note Purchase Agreement claim, demand or other action brought against Seller or any other Transaction Documentof its Affiliates by a Purchaser Releasing Party, Seller or any actsuch Affiliate may file a copy of this release with Seller’s or such Affiliate’s motion to dismiss, event request for summary judgment or transaction related or attendant motion seeking similar relief and no Purchaser Releasing Party may object thereto, or the agreements of any Noteholder contained therein.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesEach Note Party hereby releases, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesacquits, and all of their Subsidiaries forever discharges Collateral Agent and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in Purchasers, and each caseand every past and present subsidiary, for itself affiliate, stockholder, officer, director, agent, servant, employee, representative, and its Subsidiaries and Affiliates attorney of Collateral Agent and the successorsPurchasers (each a “Releasee”), assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casesuits, whether debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys' fees) of any kind, character, or nature whatsoever, known or unknown, contingent fixed or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisecontingent, which any Releasor has heretofore had such Note Party may have or claim to have now or which may hereafter can, shall arise out of or may have against connected with any Released Party by reason act of any act, commission or omission of Releasee existing or thing whatsoever done or omitted to be done, in each case, occurring on or prior to the Effective Date directly date of this Sixth Amendment or any instrument executed on or prior to the date of this Sixth Amendment including, without limitation, any claims, liabilities or obligations arising out ofwith respect to the Note Purchase Agreement or the other of the Note Documents. The provisions of this paragraph shall be binding upon each Note Party and shall inure to the benefit of Releasees, connected with and their respective heirs, executors, administrators, successors and assigns, and the other released parties set forth herein. No Note Party is aware of any claim or related to this Agreementoffset against, or defense or counterclaim to, any Note Party’s obligations or liabilities under the Note Purchase Agreement or any other Transaction Note Document. The provisions of this Section shall survive payment in full of the Obligations, full performance of the terms of this Sixth Amendment and the Note Documents, and/or Collateral Agent’s or each Purchaser’s actions to exercise any remedy available under the Note Documents or otherwise. Each Note Party warrants and represents that such Note Party is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and each Note Party has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinportion thereof.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesIn consideration of, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the among other Transaction Documents. Notwithstanding the foregoingthings, the Noteholders wish (Lenders’ execution and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any delivery of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationThird Amendment, each of the Credit Parties (in each caseParties, for on behalf of itself and its Subsidiaries successors and Affiliates assigns (collectively, “Releasors”), hereby forever waives, releases and discharges to the successorsfullest extent permitted by law, assignsand hereby agrees to hold each Releasee (as defined below) harmless from, heirs any and representatives all claims (including, without limitation, crossclaims, counterclaims, rights of each set-off and recoupment), causes of the foregoing) action, demands, suits, costs and expenses, and damages (collectively, the “ReleasorsClaims”) does hereby fully), finallythat any Releasor now has or hereafter may have, unconditionally of whatsoever nature and irrevocably releasekind, waive whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Administrative Agent, the Lenders and forever discharge each Noteholder their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of their respective Affiliatesthe officers, directors, officersemployees, employeesconsultants, agents, attorneys and consultants other representatives of each of the foregoing (collectively, the “Released PartiesReleasees”) from any and all debts), claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, based in each casewhole or in part on facts, whether known or unknownnot now known, contingent existing on or fixedbefore the execution of this Third Amendment; provided that (a) such release shall only relate to Claims arising directly and primarily from or relating directly and primarily to the Loan Documents and (b) such release shall not apply to Claims resulting from the gross negligence or willful misconduct of the Releasee relating directly and primarily to the Loan Documents. In entering into this Third Amendment, direct or indirecteach of the Credit Parties, has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of whatever nature or descriptionthe Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, acts and/or omissions or the agreements accuracy, completeness or validity hereof. The provisions of any Noteholder contained thereinthis Section 4.1 shall survive the termination of the Credit Agreement and the other Loan Documents and payment in full of the Obligations.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Borrower hereby releases and forever discharges Lender and its parents, subsidiaries and affiliates, past or present, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of them, as well as their respective Affiliates, directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “ReleasorsReleasees”) does hereby fully), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by Borrower, and whether in law concealed or hidden (collectively, “Claims”), which Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in equityconnection with any matter, under contractcause or thing existing at any time prior to the date hereof or anything done, tortomitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the “Released Matters”). (b) Borrower represents, statute warrants and agrees, that in executing and entering into this release, it is not relying and have not relied upon any representation, promise or otherwisestatement made by anyone which is not recited, which contained or embodied in this Amendment, the Loan Agreement or the other Loan Documents. Borrower has reviewed this release with Borrower’s legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Borrower understands and expressly assumes the risk that any Releasor has heretofore had fact not recited, contained or embodied therein may turn out hereafter to be other than, different from, or contrary to the facts now known to Borrower or hereafter canbelieved by Borrower to be true. Nevertheless, Borrower intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any actsuch difference in facts. (c) Borrower, omission or thing whatsoever done or omitted to be doneon behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not ▇▇▇ (at law, in each caseequity, in any regulatory proceeding or otherwise) any Releasee on or prior to the Effective Date directly arising out ofbasis of any Claims released, connected with or related remised and discharged by Borrower pursuant to this AgreementSection 11. If Borrower violates the foregoing covenant, the Note Purchase Agreement or Borrower agrees to pay, in addition to such other damages as any other Transaction DocumentReleasee may sustain as a result of such violation, or all attorneys’ fees and costs incurred by any act, event or transaction related or attendant thereto, or the agreements Releasee as a result of any Noteholder contained thereinsuch violation.

Release. Each Credit Party In consideration of the terms and provisions of this Lease, Lessee shall and does hereby acknowledges forever release, relieve and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of discharge Lessor, their respective Affiliatesheirs, directorsimmediate family, officers, employeessuccessors, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents accountants, counsel, affiliates and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suitsliabilities, demands, liabilities, actions, proceedings and causes of action, in each caselosses, debts, obligations, promises, acts, agreements and damages of whatever kind or nature, whether known or unknown, contingent suspected or fixedunsuspected, direct or indirect, and of whatever nature or description, and whether in at law or in equity, under contractwhich Lessee had, tortnow has, statute or otherwise, which any Releasor has heretofore had or now or hereafter canmay, shall or may can hereafter have against any Released Party for, by reason of or arising out of the Lease of the Aircraft by Lessee from Lessor and all communications connected therewith, from the beginning of time. Lessee hereby covenants and agrees not to bring any actclaim, omission action, suit or thing whatsoever done proceeding against Lessor, directly or omitted to be doneindirectly, including any third-party claims for contribution, indemnity or other relief, relating in each case, on or prior any matter to the Effective Date directly arising out ofmatters released hereby, connected with and Lessee further covenants that this release shall be a bar to any such claim, action, suit or related proceeding. Lessee hereby represents and warrants to Lessor as follows: (i) except as expressly stated herein, Lessor has not made any statement or representation concerning this Lease and Lessee agrees that it is not relying on any such statement or representation; (ii) all agreements and understandings between the parties to this AgreementLease are expressed fully and completely and are fully and completely embodied herein; and (iii) each party executing this Lease has carefully read it, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinunderstands it and signs it freely.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Without in any way limiting a Claim (as defined below) or potential Claim for breach of its Subsidiaries has any claim representations, warranties or cause of action against any Noteholder (or any of their respective Affiliatesobligations under this Agreement, directors, officers, employees, agents, attorneys or consultants or any effective as of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingSettlement Date, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsSupport Notes, acts, omissions, events or circumstances would impair or otherwise adversely affect any on behalf of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoingRepresentatives (as defined below) (collectively, the “ReleasorsHolder Releasing Parties”) does ), hereby fully, finally, unconditionally and irrevocably releasewaives, waive releases and forever discharge each Noteholder discharges the Company and each all of their respective Affiliatesthe directors, directorsmanagers, officers, employees, equityholders, attorneys, subsidiaries, affiliates, attorneys, agents, attorneys representatives and consultants of each of the foregoing their respective successors and assigns (collectively, the “Released PartiesRepresentatives”) of the Company from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casedamages, whether judgments, Liens, suits, losses, costs, expenses and liabilities of any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise) (collectively, “Claims”), known or unknown, anticipated or unanticipated, suspected or unsuspected, asserted or unasserted, fixed, contingent or fixedconditional, direct or indirect, and of whatever nature or description, and whether in at law or in equity, under contractarising out of or in any way relating to (a) the applicable Old Notes Indenture or the applicable Support Notes, tortor any other matters connected with such Old Notes Indenture or such Support Notes, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party in each case by reason of any actcircumstance, omission action, cause or thing whatsoever done or omitted to be done, in each case, the extent arising (x) on or prior to the Effective Date directly arising date hereof or (y) out of, connected or relating to, any actions, dealings or matters occurring on or prior to the date hereof for or on account of, or in relation to, or in any way in connection with this Agreement or related the Prospectus, Exchange Offers or Consent Solicitations, or (b) the existence or substance of the Information or the fact that the Information has not been disclosed to the Holder. The Holder Releasing Parties hereby represent that they have not assigned or transferred any interest in any Claims against the Company or any of its Representatives on or prior to the date hereof. (b) Without in any way limiting a Claim or potential Claim for breach of any representations, warranties or obligations under this Agreement, effective as of the Note Purchase Agreement Settlement Date, the Company, on behalf of itself and its Representatives (collectively, the “Company Releasing Parties”), hereby unconditionally and irrevocably waives, releases and discharges the Holder and its Representatives from any and all Claims, known or unknown, anticipated or unanticipated, suspected or unsuspected, asserted or unasserted, fixed, contingent or conditional, at law or in equity, arising out of or in any way relating to the applicable Old Notes Indenture or the applicable Support Notes, or any other Transaction Documentmatters connected with such Old Notes Indenture or such Support Notes, in each case by reason of any circumstance, action, cause or thing whatsoever to the extent arising (x) on or prior to the date hereof or (y) out of, or relating to, any actactions, event dealings or transaction related matters occurring on or attendant theretoprior to the date hereof for or on account of, or in relation to, or in any way in connection with this Agreement or the agreements Prospectus, Exchange Offers or Consent Solicitations. The Company Releasing Parties hereby represent that they have not assigned or transferred any interest in any Claims against the Holder or any of any Noteholder contained thereinits Representatives on or prior to the date hereof.

Release. Each Credit Party hereby acknowledges Employee, individually, and agrees that: (a) neither it nor any on behalf of Employee’s heirs, executors, administrators, successors and assigns, releases and forever discharges Masco, its Subsidiaries has any claim or cause parents, subsidiaries, affiliates, divisions, and, as to each of action against any Noteholder (or any of the aforementioned, their respective Affiliatessuccessors, predecessors, assigns, insurers, past and present owners, officers, directors, officers, employees, agents, current and former employees and independent contractors, all others for whom the parties released herein may be vicariously or otherwise liable, the attorneys or consultants or any and legal representatives of all those released herein, as well as the foregoing) in connection with the Transaction Documents agents and (b) each Noteholder has heretofore properly performed employees of those attorneys and satisfied in a timely manner all of its obligations to the Credit Partieslegal representatives, and any and all of their Subsidiaries and Affiliatesother persons, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingfirms, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionscompanies, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement corporations and other good and valuable consideration, each of the Credit Parties legal entities (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, collectively referred to as the “Released Parties”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casestatutory rights, whether known debts, suits, contracts, agreements, and liabilities of any kind, nature or unknown, contingent or fixeddescription, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute in contract or in tort or otherwise, which any Releasor has heretofore Employee ever had or which Employee now has or hereafter can, shall or may have have, against any of the Released Party Parties, for or by reason of any actmatter, omission cause, or thing whatsoever done or omitted to be done, in each case, on or prior up to the Effective Date directly arising out of, connected with or related to date Employee executes this Agreement, whether known or unknown, suspected or unsuspected at the Note Purchase Agreement or any other Transaction Documentpresent time, or which may be based upon pre-existing acts, claims or events occurring at any acttime up to the present date which may or have resulted in damages, event including without limitation all direct or transaction related indirect claims either for direct or attendant thereto, or the agreements consequential damages of any Noteholder contained thereinkind whatsoever and rights or claims arising under any and all federal, state or local statutes, ordinances and/or laws, including without limitation Title VII of the Civil Rights Act of 1964 (“Title VII”), the Equal Pay Act (“EPA”), the Genetic Information Nondiscrimination Act (“▇▇▇▇”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”), all claims under applicable state civil rights statutes, and all other claims and rights, whether in law or equity. It is the intention of the parties that this general release by Employee will be construed as broadly as possible, subject to the express limitations set forth below. Nothing in this Agreement, however, prohibits or prevents Employee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding, which cannot be waived, before any federal, state or local government agency (e.g., EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies, except with respect to claims set forth in

Release. Each Credit Party hereby acknowledges (A) For value received, including without limitation, the agreements ofthe Lenders in this Agreement, each Loan Party, on behalf of itself and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatessuccessors and assigns, and its current and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesattorneys, advisors, consultants, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ReleasorsReleasing Parties”) does ), hereby fullyabsolutely, finallyunconditionally, unconditionally and irrevocably release, waive releases and forever discharge each Noteholder discharges the Agent and each of the Lenders, and their respective Affiliatescurrent and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys attorneys, advisors, consultants, and consultants of each of the foregoing other representatives (collectively, the “Released Parties”) of and from any and all debtsclaims (including, claimswithout limitation, allegationsall counterclaims, obligationscrossclaims, damagesdefenses, costs, attorneys’ fees, suits, demands, liabilitiesrights of set-off and recoupment), actions, proceedings and causes of action, acts and omissions, controversies, demands, suits, and other liabilities (collectively, the “Claims”) of every kind or nature whatsoever, both in each caselaw and in equity, whether known or unknown, contingent which any Releasing Party has or fixedever had against the Released Parties prior to, direct or indirectthrough, and including this date, including, without limitation, Claims arising out of whatever nature the existing financing arrangements between the Borrower and the Lenders and any Claim of breach of the duty of good faith and fair dealing based on, among other things, the Released Parties’ exercise of discretion under the Loan Documents. The Loan Parties hereby represent and warrant that, on behalf of themselves and their successors, assigns and legal representatives, they have not sold, conveyed, assigned, pledged, hypothecated, or descriptionotherwise encumbered all or any part of the Claims released in this Section. The Loan Parties hereby acknowledge and agree that, on behalf of themselves and whether their successors, assigns and legal representatives, the Released Parties have at all times acted in law or in equitygood faith with regard to the consummation and administration of the Loan Documents. Each Loan Party acknowledges and agrees that, under contractas of the date hereof, tortit does not have any Claim against the Released Parties, statute or otherwiseeach of which such Loan Party, which any Releasor has heretofore had or now or hereafter canon behalf of itself and its successors, shall or may have against any assigns and legal representatives, hereby expressly waives. Each Loan Party hereby confirms that the foregoing waiver and release is an informed waiver and release and is being freely given. (B) Each Loan Party Further Agrees, On Behalf Of Itself And Its Successors, Assigns, And Legal Representatives, Not To Commence, Institute, Or Prosecute Any Lawsuit, Action Or Other Proceeding, Whether Judicial, Administrative Or Otherwise, To Collect Or Enforce Any Claim Released Herein. If Any Loan Party Or Any Of Its Successors, Assigns, Or Legal Representatives Violates The Foregoing Covenant, The Loan Parties Hereby Agree, On Behalf Of Themselves And Their Successors And Assigns, To Jointly And Severally Pay, In Addition To Any Damages As Any Released Party by reason of any actMay Sustain As A Result Of Such Violation, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinAll Attorneys’ Fees And Costs Incurred By Any Released Party As A Result Of Such Violation.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of Effective on the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations Closing Date immediately upon giving effect to the Credit PartiesClosing, and all of their Subsidiaries and Affiliates, under without the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoingneed for further action by any party, the Noteholders wish (Company on its behalf and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives on behalf of each of the foregoing) its Related Parties (collectively, the “ReleasorsCompany Releasing Parties”) does ), hereby fullyconclusively, finallyabsolutely, unconditionally and irrevocably releaseunconditionally, waive irrevocably, and forever discharge each Noteholder waives, releases, absolves, acquits, and each discharges any and all Claims which the Company Releasing Parties (or any of their respective Affiliatesthem) have, directorshad, officersnow have, employeesor may hereafter have, agentson any ground whatsoever, attorneys including, without limitation, at common law, in equity, in tort, or under any contract, agreement, statute, rule, regulation, or order, against the Holder and consultants of each of the foregoing its Related Parties (collectively, the “Holder Released Parties”) arising out of acts, facts and circumstances occurring on or before the Closing against the Holder Released Parties or any of them, based on, related to, or in any manner arising from, in whole or in part, the Company, the Exchanged Notes, the Retained Notes or the transactions contemplated hereby (collectively, the “Holder Released Claims”); provided, however, that the foregoing release shall not (i) be construed to prohibit a party from seeking to enforce the terms of, or be construed to release any duties, obligations, or liabilities of any of the Holder Released Parties under (but only to the extent such Released Party is a party to any of the following agreements), the Transaction Documents; (ii) apply to any breaches of this Agreement by any of the Holder Released Parties; or (iii) apply to any Claim for Fraud. (b) Subject to the occurrence and consummation of the Closing and effective on the Closing Date immediately upon giving effect to the Closing, without the need for further action by any party, the Holder on behalf of itself and each of its Related Parties (collectively, the “Holder Releasing Parties”), hereby conclusively, absolutely, unconditionally, irrevocably, and forever waives, releases, absolves, acquits, and discharges any and all debtsClaims which the Holder Releasing Parties (or any of them) have, claimshad, allegationsnow have, or may hereafter have, on any ground whatsoever, including, without limitation, at common law, in equity, in tort, or under any contract, agreement, statute, rule, regulation, or order, against the Company, its Subsidiaries and their Related Parties (collectively, the “Company Released Parties”) arising out of acts, facts and circumstances occurring on or before the Closing against the Company Released Parties or any of them, based on, related to, or in any manner arising from, in whole or in part, the Company, the Exchanged Notes, the Retained Notes or the transactions contemplated hereby (collectively, the “Company Released Claims”); provided, however, that the foregoing release shall not (i) be construed to prohibit a party from seeking to enforce the terms of, or be construed to release any duties, obligations, damagesor liabilities of any of the Company Released Parties under (but only to the extent such Released Party is a party to any of the following agreements), coststhe Transaction Documents; (ii) apply to any breaches of this Agreement by any of the Company Released Parties for which the Holder may seek indemnification pursuant to Section 4.4; (iii) apply to the Company’s obligations with respect to the Remaining Notes, attorneys’ feesor any indentures, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirectsecurity agreements, and other documents or agreements relating thereto as set forth in the indenture for the Remaining Notes; (iv) apply to any Claims by the Holder acting in its capacity as a stockholder of whatever nature the Company after the Closing to the extent arising out of facts and circumstances first occurring after the Closing; or description(v) apply to any Claim for Fraud. (c) Each Releasing Party expressly acknowledges and agrees, to the fullest extent permitted by law and after having been advised by their legal counsel with respect thereto, that the Releasing Parties have expressly waived and relinquished (i) any and all Claims that any Releasing Party does not know or suspect to exist in its favor at the time of executing this Agreement and that, if known by it, would have materially affected its decision with respect to entry into this Agreement (collectively, “Unknown Claims”) that constitute Released Claims and (ii) any and all provisions, rights, and whether in law benefits conferred by or in equityunder Cal. Civ. Code § 1542 or any Law of the United States or any state or territory of the United States (including, under contractwithout limitation, tortNew York), statute or otherwiseany statute, rule, regulation, or principle of public policy or common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 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. (d) Each Releasing Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Releasor has heretofore had Released Claim, or now commencing, instituting or hereafter cancausing to be commenced, shall or may have any proceeding of any kind against any Released Party, based upon any Released Claim. (e) Each Releasing Party represents and warrants that it has the full power and authority to release the Released Claims released by reason of any actsuch Releasing Party under this Section 6.1, omission as applicable, and that no such Released Claim, as applicable, have been sold, assigned, conveyed, pledged, encumbered or thing whatsoever done or omitted otherwise transferred by it. (f) Each Company Released Party and each Holder Released Party is hereby made an express third-party beneficiary to this Section 6.1 and shall be done, in each case, on or prior entitled to the Effective Date directly arising out of, connected with or related to this Agreement, rights and benefits provided in the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or same and may enforce the agreements of any Noteholder contained thereinsame as if a party hereto.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in In consideration of the agreements of the Administrative Agent and the Lenders contained in this Agreement herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the Amendment Effective Date, each of the Credit Parties (in Borrower and each caseother Loan Party, for on behalf of itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectivelyother legal representatives, the “Releasors”) does hereby fully, finallyabsolutely, unconditionally and irrevocably releasereleases, waive remises and forever discharge discharges the Administrative Agent and the Lenders, and their successors and assigns, and their Related Parties (the Administrative Agent, each Noteholder Lender and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, all such Related Parties being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casesuits, whether 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, contingent suspected or fixedunsuspected, direct or indirect, both at law and of whatever nature or description, and whether in law or in equity, under contractwhich such Loan Party or any of its successors, tortassigns, statute or otherwise, which any Releasor has heretofore had or other legal representatives may now or hereafter canown, shall hold, have or may claim to have against the Releasees or any Released Party of them for, upon, or by reason of any actcircumstance, omission action, cause or thing whatsoever done or omitted to be done, in each case, which arises at any time on or prior to the Amendment Effective Date directly arising out of, connected with or any of the other Loan Documents or the transactions thereunder or related thereto as of the Amendment Effective Date, except that the Loan Parties shall have no obligation hereunder to this Agreementa Releasee with respect to any Claim resulting from the gross negligence or willful misconduct of such Releasee as finally determined by a court of competent jurisdiction. (b) Each of the Borrower and each other Loan Party understands, acknowledges and agrees that 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 Note Purchase Agreement or any provisions of such release. (c) Each of the Borrower and each other Transaction DocumentLoan Party agrees that no fact, or any actevent, event circumstance, evidence or transaction related which could now be asserted or attendant theretowhich may hereafter be discovered, or except as set forth above in Section 7(a), shall affect in any manner the agreements final, absolute and unconditional nature of any Noteholder contained thereinthe release set forth above.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any Effective as of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationClosing, each of Viacom, the Credit Parties (in each caseCompany, for itself and its Subsidiaries and Affiliates Worldwide and the successorsParent hereby releases and discharge, assignsabsolutely and forever, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in obligations, covenants, agreements, representations, warranties, losses, damages, fees, expenses, judgments and liabilities of each caseand every kind ("Claims") such party has ever had, now has, or may hereafter have against, directly or indirectly, the other parties, or any person or entity or any or all of such party's past or present officers, directors, agents, shareholders, employees, attorneys, representatives, successors, heirs or assigns directly or indirectly controlling, controlled by, or under common control with any such party (such person or entity being an "Affiliate"), arising out of or relating to the Purchase Agreement, the Advertising Agreement, the Trademark Agreement (subject to Section 5 of this Agreement), the Nomination Agreement, or, as between the Parent and Viacom, the Investor Rights Agreement, or the transactions contemplated by such agreements; provided that such release and discharge does not include any Claims arising under this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Viacom, the Company, Worldwide and the Parent gives such release and discharge regardless of whether such Claims or the consequences thereof or the facts on which they are based are known or unknown, contingent anticipated or fixedunanticipated, direct absolute or indirect, and of whatever nature or descriptioncontingent, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may not such Claims could have against any Released Party by reason been asserted at the time of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to execution of this Agreement, the Note Purchase . Nothing in this Agreement is intended or shall be deemed or construed as an admission of liability by any other Transaction Document, or party hereto and each party hereto expressly denies any act, event or transaction related or attendant thereto, or the agreements of and all liability relating to any Noteholder contained thereinand all Claims released and discharged under this Agreement.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any In consideration for the benefits and agreements provided in the Separation Agreement, Executive hereby, for Executive and on behalf of its Subsidiaries has any claim or cause of action against any Noteholder Executive’s affiliates, heirs, executors, administrators and assigns (or any collectively, the “Releasing Parties”), fully and completely releases, waives, forever discharges and holds harmless ▇▇▇▇▇▇▇▇, Green Mountain Coffee Roasters, Inc. and each of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents subsidiaries and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesaffiliates, and all of their Subsidiaries respective shareholders, partners, members, beneficiaries, trustees, managers, officers, directors, employees, agents and Affiliatesrepresentatives, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatessuccessors, directorsassigns, officersheirs, employeesexecutors and administrators (each, agents, attorneys a “Released Party” and consultants of each of the foregoing (collectively, the “Released Parties”) ), from and against any and all debtsactions, claims, allegationscauses of action, suits at law or in equity, arbitrations, demands, damages, obligations, debts, liabilities, charges, complaints, controversies, disbursements, losses, injuries, interest, fees, costs, expenses (including reasonable attorneys’ fees and expenses) and other liabilities of any kind or nature whatsoever, known or unknown, suspected or not, fixed or contingent, whether heretofore or hereafter accruing, which have arisen, or may have arisen for or because of any matter or action or inaction or thing done or not done by any Released Party (each, a “Claim” and collectively, “Claims”), which Executive ever had, now has or hereafter may have, or which the Releasing Parties may have, by reason of any matter, cause or thing whatsoever, including any Claims directly or indirectly as a result of, in connection with, arising out of or relating in any way to, Executive’s employment relationship with ▇▇▇▇▇▇▇▇, the terms and conditions of that employment relationship, and the termination of that employment relationship (collectively, the “Releases”). The Releases are intended to and shall include any and all Claims that Executive can or could assert against one or more of the Released Parties for wrongful discharge, discrimination, harassment, breach of contract, retaliation, defamation or other torts arising under any federal, state, local or common law. The released Claims are further intended to and shall include any and all Claims that Executive can or could assert against one or more of the Released Parties under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Executive Retirement Income Security Act of 1974, as amended, the Rehabilitation Act of 1973, as amended, the Workers Adjustment Retraining and Notification Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, and any state law comparable to the foregoing laws, and any other federal, state, local or common law now or hereafter recognized, including any and all laws regulating employment, wages, back or front pay, employee benefits, compensatory damages, costspunitive damages, liquidated damages, attorneys’ fees, suitsexpenses and costs, demandsexcept to the extent Executive’s rights under such law may not lawfully be waived. This release and waiver also applies to any Claims brought by any person, liabilitiesagency or class action under which Executive might have any right or benefit. This General Release shall be effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, actionsequity, proceedings implied or express contract or discrimination of any sort. (b) To the fullest extent permitted by law, Executive represents, warrants and causes agrees that, as of actionthe date of this General Release: (i) Executive has not filed or asserted, or caused to be filed or asserted on Executive’s behalf, any Claim against any Released Party and, to the best of Executive’s knowledge and belief, no outstanding Claim has been filed or asserted against any Released Party on Executive’s behalf; (ii) Executive has not reported any improper, unethical or illegal conduct or activities to any human resources representative, director, counsel, agent or other representative of ▇▇▇▇▇▇▇▇; and (iii) there has been no assignment or transfer (whether actual or purported) to any person or entity whatsoever of the Claims released hereunder by Executive and no liens have been filed against such Claims, and Executive agrees to indemnify, defend and hold harmless the Released Parties from and against any and all Claims, based on or arising out of any such assignment or transfer (whether actual or purported) of any Claims or any portion thereof or interest therein. Executive agrees to forever refrain and forebear from commencing, instituting or prosecuting, or causing to be commenced, instituted or prosecuted, any arbitration, lawsuit, action or other proceeding, in law, equity or otherwise, against any Released Party, in any way arising out of or relating to any of the Releases (or the Claims released thereby), including any action claiming that this General Release, or any portion thereof, was fraudulently induced. Executive further agrees that, if any court assumes jurisdiction of any Claim against any Released Party on behalf of Executive, Executive shall request that the matter be dismissed with prejudice. Executive also agrees that, in the event that Executive breaches this subsection, Executive shall pay any and all costs, expenses and attorneys’ fees actually incurred by each caseReleased Party in defending or otherwise responding to or participating in any such action or proceeding. (c) Executive expressly waives and relinquishes all rights and benefits under section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute of the United States or any state or territory of the United States relating to the subject matter of this General Release, whether and does so with understanding and acknowledgement of the significance and consequences of such waiver. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Notwithstanding the provisions of Section 1542, and for the purpose of implementing full and complete Releases, Executive expressly acknowledges that this General Release is intended to include in its effect, without limitation, all Claims which Executive does not know or suspect to exist in Executive’s favor at the time of execution hereof, and that this General Release contemplates the extinguishment of any such Claims. In connection with Executive’s above waiver and relinquishment of rights and benefits, Executive hereby acknowledge that Executive is aware that Executive, or Executive’s attorneys, may hereafter discover claims or facts or legal theories in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this General Release, the Claims or the Released Parties, but that it is Executive’s intention hereby to fully, finally and forever settle and release all of the disputes and differences, known or unknown, contingent suspected or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwiseunsuspected, which any Releasor has do now exist, may exist in the future or heretofore had or now or hereafter canhave existed, shall or may have against any Released Party by reason of any actacts, omission circumstances, facts, events or thing whatsoever done or omitted to be done, in each case, on or prior transactions (i) arising out of the termination of Executive’s employment pursuant to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Separation Agreement or any other Transaction Document(ii) occurring before the date of this General Release. Executive further acknowledges, understands and agrees that there is a risk and possibility that Executive may incur or any actsuffer some further loss or damage which is in some way caused by or attributable to the occurrences or events released herein, event but which are unknown at the time this General Release is executed. Executive expressly agrees, however, that this General Release and the Releases shall remain in effect notwithstanding the discovery or transaction related or attendant thereto, or the agreements existence of any Noteholder contained thereinsuch additional or different claims, facts or damages. Executive’s Initials: (d) Nothing in this General Release shall affect Executive’s right to enforce the provisions of the Separation Agreement to obtain the economic and other benefits to which Executive is entitled thereunder.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesEffective on the Amendment Effective Date, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each caseBorrower, for itself and on behalf of its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectivelyofficers, the “Releasors”) does directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby fullywaives, finallyreleases, unconditionally and irrevocably release, waive remises and forever discharge discharges Agent, each Noteholder Lender, and each other Secured Party, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, officers, employees, agentslimited partners, attorneys general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and consultants of other professionals and all other persons and entities to whom any Lender or other Secured Party would be liable if such persons or entities were found to be liable to Borrower (each of the foregoing (a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, claimsdeficiencies, allegationsdiminution in value, disbursements, demands, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each casea “Claim” and collectively, the “Claims”), whether known or unknown, contingent fixed or fixedcontingent, direct or direct, indirect, and of whatever nature or descriptionderivative, and whether in law asserted or in equityunasserted, under contractmatured or unmatured, tortforeseen or unforeseen, statute past or otherwisepresent, liquidated or unliquidated, suspected or unsuspected, which any Releasor has heretofore Borrower ever had from the beginning of the world, now has, or now or might hereafter can, shall or may have against any Released Party by reason such Releasee which relates, directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior such Releasee with respect to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Loan Agreement or any other Transaction Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” As to each and every Claim released hereunder, Borrower also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any actsuch differences or additional facts. Borrower understands, event 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 transaction related other proceeding which may be instituted, prosecuted or attendant theretoattempted in breach of the provisions of such release. (b) Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Borrower further agrees that it shall not dispute the validity or enforceability of the Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the agreements validity, priority, enforceability or the extent of Agent’s Lien on any Noteholder contained thereinitem of Collateral under the Loan Agreement or the other Loan Documents. If Borrower, any Guarantor, or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

Release. Each Credit Party Borrower hereby acknowledges and agrees that: (a) to its knowledge neither it nor any of its Subsidiaries has Affiliates have any claim or cause of action against any Noteholder Bank (or any of their respective its Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys or consultants or any agents) under the Loan Agreement as of the foregoing) in connection with the Transaction Documents date hereof and (b) each Noteholder to its knowledge, as of the date hereof, Bank has heretofore properly performed and satisfied in a timely manner all of its their respective obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, Borrower under the Note Purchase Agreement and the other Transaction DocumentsLoan Agreement. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) Bank wishes to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ Bank’s rights, interests, security interests and/or remedies under the Note Purchase Agreement and the other Transaction DocumentsLoan Agreement. Accordingly, for and in consideration of the agreements contained in this Agreement Amendment and other good and valuable consideration, each of the Credit Parties Borrower (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs successors and representatives assigns of each of the foregoing) (each a “Releasor” and collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive release and forever discharge each Noteholder Bank and each of their respective its Affiliates, officers, directors, officers, employees, agentsattorneys, attorneys consultants and consultants of agents (each of the foregoing (a “Released Party” and collectively, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, in each case that exist or have occurred on or prior to the date of this Amendment which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each caseexcept for a Released Party’s gross negligence or willful misconduct as determined by a final, on or non-appealable judgment of a court of competent jurisdiction, prior to the Effective Date directly date hereof arising out of, connected with or related in any way to this the Loan Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or Bank’s agreements contained therein, or the agreements possession, use, operation or control in connection therewith of any Noteholder contained thereinof the assets of Borrower, or the making of any advance thereunder, or the management of such advance, in each case on or prior to the date of this Amendment.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in Each party executing this Agreement and other good and valuable considerationdoes hereby, each on behalf of the Credit Parties (in each case, for itself and its Subsidiaries agents, heirs, insurers, affiliates, successors and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) assigns (collectively, the “ReleasorsReleasing Parties”) does hereby fully), finallyreleases, unconditionally and irrevocably release, waive acquits and forever discharge each Noteholder discharges the other parties, and each any and all of its affiliates, insurers, indemnitors, successors and assigns, together with all of their respective Affiliatespresent, future and former directors, managers, officers, employees, agents, attorneys and consultants of each of the foregoing employees (collectivelytogether, the “Released Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and demands or causes of actionaction of any kind, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether arising in law or in equity, equity or upon contract or tort or under contract, tort, statute any state or federal law or otherwise, which any Releasor such party has heretofore had had, now has or now or hereafter can, shall or may has made claim to have against any the Released Party Parties for, upon or by reason of any act, omission omission, matter, cause or thing whatsoever done or omitted and arising from the beginning of time up to be done, in each case, on or prior to and including the Effective Date directly of this Agreement, including any and all claims arising out ofor that might arise under the Inventory Note (collectively, connected the “Released Claims”), whether such claims, demands and causes of action are matured or unmatured, liquidated or unliquidated, known or unknown, fixed, contingent, direct or indirect. The releases provided for in this Section 4 are referred to herein as the “Release”. Notwithstanding the foregoing, this Release shall not include, and the Released Claims shall not include, any claims or obligations that arise under this Agreement or the Restated Note from and after the Effective Date. (b) Each of the Company and Guarantors does hereby, on behalf of itself and its agents, heirs, insurers, affiliates, successors and assigns, release, acquit and forever discharge GameStop and any and all of its affiliates, insurers, indemnitors, successors and assigns, together with all of their present, future and former directors, managers, officers, agents, attorneys and employees (together, the “GameStop Released Parties”) from any and all claims, demands or related causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which such party has had, now has or has made claim to have against the GameStop Released Parties for, upon or by reason of any act, omission, matter, cause or thing whatsoever and arising from the beginning of time up to and including the Effective Date of this Agreement, including any and all claims arising or that might arise under the SPA and any and all Related Documents (as defined in the SPA). (c) Each of the Releasing Parties specifically understand and agree that all of their respective rights under California Civil Code §1542 as relating to the Released Claims are intentionally and expressly waived and relinquished hereby. Section 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” (d) Each of the Releasing Parties each acknowledge that they may hereafter discover facts different from or in addition to those now known or believed to be true, and they each expressly agree to assume the risk of the possible discovery of additional or different facts relating to the Released Claim. The Released Parties also agree that this Release shall be and remain effective in all respects regardless of such additional or different facts or the discovery thereof. Section 1542 is intended to protect against an inadvertent release of such unknown or unsuspected claims as well as all other unknown or unsuspected claims that relate to the Released Claims and would be material to the Release in this Section 4 of the Agreement. Waiving Section 1542 releases any and all such unknown or unsuspected claims within the Released Claims. The Released Parties each acknowledge that in order to obtain the consideration payable and other benefits afforded pursuant to this Agreement, the Note Purchase Agreement or any they must provide each other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements with a full and complete release and discharge of any Noteholder contained thereinand all claims against the other as set forth in this Agreement and for that purpose, they are agreeing by the Release in this Section 4 to release all such Released Claims that they do not know or suspect to exist in each of their respective favor at the time of executing this Agreement and to have any such Released Claims extinguished forever.

Release. Each Credit Party hereby acknowledges Effective as of the Closing, each Seller, on its own behalf and agrees that: (a) neither it nor any on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective successors, assigns and Affiliates does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally and completely forever release and discharge each Acquired Company and its Affiliates, directorssuccessors, officersassigns and predecessors and their present and former owners, employeesrepresentatives, agentssuccessors and assigns, attorneys individually and collectively, but specifically excluding Buyer (each, a “Released Party”), from, against and with respect to any and all actions, accounts, causes of action, complaints, charges, covenants, contracts, liabilities, obligations, defenses, duties, executions, fees, injuries, interest, judgments, liabilities, penalties, promises, reimbursements, remedies, suits, sums of money, and torts, of whatever kind or consultants character, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, that such Seller or owners, representatives, successors, assigns and Affiliates ever had or now has, or may hereafter have or acquire, against the Released Parties that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Closing Date, including such Seller’s ownership of the foregoing) shares in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all Company or the ownership, operation, business, affairs, management, prospects or financial condition of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction DocumentsAcquired Companies. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agreea) to eliminate this Section 5.9 shall not release any possibility that Released Party from any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained future obligation set forth in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from or any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirectapplicable Transaction Documents, and (b) with respect to any Covered Persons, all rights of whatever nature or descriptionsuch Covered Persons expressly provided for in Section 5.16 shall be unaltered, unimpaired and otherwise unaffected by this Section 5.9, and whether shall remain in law full force and effect and are not released or in equitylimited, under contractas applicable, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinhereby.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective AffiliatesIn consideration of, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the among other Transaction Documents. Notwithstanding the foregoingthings, the Noteholders wish (Lenders’ execution and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any delivery of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable considerationSecond Amendment, each of the Credit Parties (in each caseParties, for on behalf of itself and its Subsidiaries successors and Affiliates assigns (collectively, “Releasors”), hereby forever waives, releases and discharges to the successorsfullest extent permitted by law, assignsand hereby agrees to hold each Releasee (as defined below) harmless from, heirs any and representatives all claims (including, without limitation, crossclaims, counterclaims, rights of each set–off and recoupment), causes of the foregoing) action, demands, suits, costs and expenses, and damages (collectively, the “ReleasorsClaims”) does hereby fully), finallythat any Releasor now has or hereafter may have, unconditionally of whatsoever nature and irrevocably releasekind, waive whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against the Administrative Agent, the Lenders and forever discharge each Noteholder their respective affiliates, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of their respective Affiliatesthe officers, directors, officersemployees, employeesconsultants, agents, attorneys and consultants other representatives of each of the foregoing (collectively, the “Released PartiesReleasees”) from any and all debts), claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, based in each casewhole or in part on facts, whether known or unknownnot now known, contingent existing on or fixedbefore the execution of this Second Amendment; provided that (a) such release shall only relate to Claims arising directly and primarily from or relating directly and primarily to the Loan Documents and (b) such release shall not apply to Claims resulting from the gross negligence or willful misconduct of the Releasee relating directly and primarily to the Loan Documents. In entering into this Second Amendment, direct or indirecteach of the Credit Parties, has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of whatever nature or descriptionthe Releasees and hereby agree and acknowledge that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, acts and/or omissions or the agreements accuracy, completeness or validity hereof. The provisions of any Noteholder contained thereinthis Section 4.1 shall survive the termination of the Credit Agreement and the other Loan Documents and payment in full of the Obligations.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any For value received, including without limitation, the agreements of the Lenders in this Agreement, each Loan Party, on behalf of itself and its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliatessuccessors and assigns, and its current and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesattorneys, advisors, consultants, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “ReleasorsReleasing Parties”) does ), hereby fullyabsolutely, finallyunconditionally, unconditionally and irrevocably release, waive releases and forever discharge each Noteholder discharges the Agent and each of the Lenders, and their respective Affiliatescurrent and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys attorneys, advisors, consultants, and consultants of each of the foregoing other representatives (collectively, the “Released Parties”) of and from any and all debtsclaims (including, claimswithout limitation, allegationsall counterclaims, obligationscrossclaims, damagesdefenses, costs, attorneys’ fees, suits, demands, liabilitiesrights of set-off and recoupment), actions, proceedings and causes of action, acts and omissions, controversies, demands, suits, and other liabilities (collectively, the “Claims”) of every kind or nature whatsoever, both in each caselaw and in equity, whether known or unknown, contingent which any Releasing Party has or fixedever had against the Released Parties prior to, direct or indirectthrough, and including this date, including, without limitation, Claims arising out of whatever nature or descriptionthe existing financing arrangements between the Borrower and the Lenders and any Claim of breach of the duty of good faith and fair dealing based on, among other things, the Released Parties’ exercise of discretion under the Loan Documents. The Loan Parties hereby represent and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each casewarrant that, on behalf of themselves and their successors, assigns and legal representatives, they have not sold, conveyed, assigned, pledged, hypothecated, or prior otherwise encumbered all or any part of the Claims released in this Section. The Loan Parties hereby acknowledge and agree that, on behalf of themselves and their successors, assigns and legal representatives, the Released Parties have at all times acted in good faith with regard to the Effective Date directly arising out ofconsummation and administration of the Loan Documents. Each Loan Party acknowledges and agrees that, connected with or related to this Agreementas of the date hereof, it does not have any Claim against the Note Purchase Agreement or any other Transaction DocumentReleased Parties, or any acteach of which such Loan Party, event or transaction related or attendant theretoon behalf of itself and its successors, or assigns and legal representatives, hereby expressly waives. Each Loan Party hereby confirms that the agreements of any Noteholder contained thereinforegoing waiver and release is an informed waiver and release and is being freely given.

Release. Each Credit Party Borrower hereby acknowledges absolutely and agrees that: (a) neither it nor unconditionally releases and forever discharges Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, the present and former directors, officers, employees, agents, attorneys or consultants or agents and employees of any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, from any and all claims, demands, debts, liabilities, obligations, promises, acts agreements, costs and expenses, or causes of their Subsidiaries action of any kind, nature or description, whether arising in law or equity or upon contract or tort under any state or federal law or otherwise, which Borrower has had or now has against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and Affiliatesincluding the date of this Agreement, under the Note Purchase Agreement whether such claims, demands and the other Transaction Documents. Notwithstanding the foregoingcauses of action are matured or unmatured, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditionsknown or unknown, actssuspected or unsuspected, omissions, events absolute or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing contingent (collectively, the “Released PartiesClaims”) from ). Without limiting the foregoing, the Released Claims shall include any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes liabilities or claims arising out of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing manner whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing. Borrower 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 aside this release by reason thereof, regardless of any claim of mistake of fact or WEST\240937932.3 363363-000034 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/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Bank to enter into this Agreement, the Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained thereinand that Bank would not have done so but for Bank's expectation that such release is valid and enforceable in all events. 12.

Release. Each Parent and each Loan Party may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Existing Credit Agreement or the other Loan Documents. The agents and lenders under the Existing Credit Agreement, and each Loan Party desires to resolve each and every one of such Claims in conjunction with the execution of this Agreement and thus each Loan Party makes the releases contained in this Section 9.17. In consideration of Agents and the Lender Parties entering into this Agreement, each Loan Party hereby acknowledges fully and agrees that: unconditionally releases and forever discharges each of the Agents (aand their predecessors) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder and the Lenders (or any of in their capacities as such under the Existing Credit Agreement), and their respective Affiliates, directors, officers, employees, agentssubsidiaries, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement attorneys, agents and the other Transaction Documents. Notwithstanding the foregoingrepresentatives, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, in their capacities as such under the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectivelyExisting Credit Agreement, the “Released Parties”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each casecosts or demands and liabilities, of whatever kind or nature, up to and including the date on which this Agreement is executed, whether known or unknown, contingent liquidated or fixedunliquidated, direct fixed or indirectcontingent, and of whatever nature asserted or descriptionunasserted, and whether in law foreseen or in equityunforeseen, under contractmatured or unmatured, tortsuspected or unsuspected, statute anticipated or otherwiseunanticipated, which any Releasor has heretofore Loan Party has, had, claims to have had or now or hereafter can, shall or may claims to have against any the Released Party Parties by reason of any actact or omission on the part of the Released Parties, omission or thing whatsoever done or omitted to be doneany of them, in each case, on or occurring prior to the Effective Date directly arising out ofdate on which this Agreement is executed, connected with including all such loss or related 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 Agreement is executed, regarding or relating to the Existing Credit Agreement, any of the Note Purchase Agreement Loan Documents (as in effect immediately prior to the date hereof), the borrowings or other extensions of credit or financial accommodations thereunder or any of the other Transaction DocumentObligations thereunder, including administration or any actenforcement thereof (collectively, event or transaction related or attendant thereto, or the agreements “Claims”). Each Loan Party represents and warrants that it has no knowledge of any Noteholder Claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a Claim by such Person against the Released Parties which is not released hereby. Each Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims. Notwithstanding anything to the contrary contained thereinherein, the foregoing release shall not be applicable to the extent a court of competent jurisdiction has determined the Released Parties have acted with gross negligence, bad faith or willful misconduct in connection with any such Claims.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any The Releasing Parties on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of Releasing Parties and their respective AffiliatesAffiliates hereby fully, directorsirrevocably, officersand unconditionally releases, acquits, satisfies and forever discharges the Company and each Company Subsidiary as well as the Company’s and each Company Subsidiary’s employees, agentspersonal representatives, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesadministrators, and all of their Subsidiaries and Affiliatesexecutors, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing assigns (collectively, the “Released Parties”) ), from and against any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilitiesaccounts, actionsrights, proceedings and sums of money, charges, contracts, agreements, promises, covenants, causes of action, in each caseincluding, whether known but not limited to, negligence and all other tort actions, suits, controversies, judgments, damages, debts, obligations, equities, statutory claims or unknownliabilities, contingent or fixedtrespasses, direct or indirectlosses, expenses and liabilities, of whatever kind or nature or description, and whether in law or in equity, including, without limitation, all matters related to the Company’s and each Company Subsidiary’s obligations under contractany Contract of any nature and kind whatsoever between any Releasing Party and the Company and each Company Subsidiary, tortas applicable (collectively, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or the “Claims”) that a Releasing Party may have against any the Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or Parties prior to the Effective Date directly date hereof and each Releasing Party agrees that it will forever waive any right to make any claim or seek any recourse against the Released Parties related thereto. (b) The parties understand the facts in respect of which the release set forth in this Release may hereinafter turn out to be other than or different from the facts now known or believed by each party to be true; and each party hereby accepts and assumes the risk of the facts turning out to be different and agrees that this instrument shall be and remain in all respects effective and not subject to termination or rescission by virtue of any such differences in facts. (c) This is a full and final release, applying to all known or unknown, foreseen or unforeseen, anticipated or unanticipated, suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, existing or contingent, direct or derivative Claims that existed, may have existed or may hereafter arise in any manner or degree from facts and circumstances whether known, or in addition to or different from those now believed to be true, occurring prior to the date of this Release. Each Releasing Party understands that it may have Claims which have not been manifested or presently known or have not been identified as of the date of this Release, but such Releasing Party nevertheless intends to and does deliberately release all of its possible future Claims that occurred through the date of this Release. (d) The release set forth in Section 1(a) above expressly covers all claims or possible claims by any Releasing Party, whether the same are known, unknown, or hereafter discovered or ascertained but which exist as of the date hereof. (e) Each Releasing Party agrees that it will forever refrain and forebear from instituting, commencing, or prosecuting any litigation, action or other proceeding of any kind whatsoever, by way of action, claim, defense, set-off, cross-complaint, counterclaim or third party action, against the Released Parties based on, or arising out ofof or in connection with any Claim. (f) Releasing Parties hereby waive, connected with or related to this Agreementthe fullest extent permitted by Applicable Law, the Note Purchase Agreement benefits of Applicable Law that may limit the scope of the covenants and releases granted herein. (g) The parties hereto agree that the release set forth in this Release is the result of a compromise and shall at no time or for any purpose be considered an admission of the truth of any allegations, claims or contentions of any party against any other Transaction Documentparty hereto. Any agreements, undertakings or exchanges provided herewith are solely for the purposes of settlement and compromise. (h) Each Releasing Party acknowledges that the terms hereof are contractual and not a mere recital. Each Releasing Party further acknowledges that it (i) has not been influenced in any actmanner in making this Release by any representations or statements made by or on behalf of the Released Parties, event (ii) has received the advice of counsel in connection with the effect of the execution and delivery of this Release, (iii) has carefully read and fully understand the contents of this Release, and (iv) has duly executed this Release freely and voluntarily, intending and agreeing to be fully bound by the terms hereof. (i) Each Releasing Party represents and warrants with respect to the Claims released hereby that neither such Releasing Party nor its Affiliates has in any manner assigned, pledged or transaction related otherwise voluntarily or attendant theretoinvoluntarily disposed of or transferred to any party an interest in any Claims released hereby, and that each Claim of such Releasing Party or its Affiliates against the agreements of Released Parties is fully and finally discharged, settled and satisfied. Each Releasing Party further represents and warrants with respect to the Claims released hereby that neither such Releasing Party nor its Affiliates has filed any Noteholder contained thereincomplaint or claim against the Released Parties with any Governmental Authority.

Release. Each Credit Party hereby acknowledges Borrower and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. AccordinglyGuarantor Subsidiary, for and in consideration on behalf of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries legal representatives, successors and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) assigns (collectively, the “ReleasorsReleasing Parties”) ), each does hereby fullywaive, finally, unconditionally and irrevocably release, waive relinquish and forever discharge each Noteholder Agent and each of Seller and their respective Affiliates, past and present directors, officers, agents, employees, agentsparents, attorneys subsidiaries, affiliates, insurers, attorneys, representatives and consultants of assigns, and each of the foregoing and all thereof (collectively, the “Released Parties”) ), of and from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature and/or description arising on or before the Effective Date, including any claims, losses, costs or damages, including compensatory and punitive damages, in each case, case whether known or unknown, contingent liquidated or fixedunliquidated, fixed or contingent, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore each Releasing Party ever had or now or hereafter can, shall has or may claim to have against any of the Released Party by reason Parties, with respect to any matter whatsoever, including the Loan Purchase Agreement, the Loan Documents, the Swap Documents, the administration of any actthe Loan, omission or thing whatsoever done or omitted to be done, in each case, on or prior to and the Effective Date directly arising out of, connected with or related negotiations relating to this Agreement, arising on or before the Note Purchase Effective Date and, subject to the occurrence of the Closing, the Closing Date (collectively, “Claims”). Each Releasing Party acknowledges that it is aware that it may discover facts different from or in addition to those it now knows or believes to be true with respect to the Claims, and each agrees that the release of this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or any other Transaction Documentadditional facts. Each Releasing Party acknowledges that it has been informed of its rights under and the provisions of Section 1542 of the Civil Code of the State of California and expressly waives and relinquishes all rights and benefits that it has or may have had under such statute, or any act, event or transaction related or attendant thereto, or the agreements of any Noteholder contained therein.which reads as follows:

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor Effective as of the Closing, absent any Actual Fraud, Seller (on its own and on behalf of its Subsidiaries has any claim or cause of action against any Noteholder (or any of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesdirect and indirect equityholders, successors and assigns) hereby unconditionally and irrevocably and forever releases and discharges Buyer and the Companies and all of their respective past, present and future directors, officers, mangers, members, equityholders and employees, agents, attorneys and consultants of each all of the foregoing Persons’ successors, assigns and agents (collectivelyeach, the a “Buyer Released PartiesParty”) from ), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, claimslosses, allegationsexpenses, obligationsProceedings, covenants, liabilities, suits, judgments, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings actions and causes of action, in each caseobligations, whether accounts, and liabilities of any kind or character whatsoever, known or unknown, contingent or fixedunconditional, direct matured or indirectunmatured, and of whatever nature fixed or descriptionvariable, and whether suspected or unsuspected, in law contract or tort, at Law or in equity, under contractdirect or indirect that Seller (or any of its Affiliates and each of their respective direct and indirect equityholders, tortsuccessors and assigns) ever had, statute now has or otherwise, which any Releasor has heretofore had ever may have or now or hereafter can, shall or may claim to have against any Buyer Released Party by reason of any actParty, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising that arise out of, relate to, or are in any way connected with Seller’s (or any of Seller’s Affiliates or Seller’s or such Affiliate’s respective direct and indirect equityholders, successors and assigns) past or present (x) direct or indirect ownership of any equity securities issued by the Companies or (y) relationship with the Companies (each, a “Seller Released Claim”); provided, however, that this release shall not affect (a) any Seller Released Claims related to the rights of Seller or its Affiliates under this AgreementAgreement or any Transaction Document, the Note Purchase including any breach or alleged breach of or liabilities under this Agreement or any other Transaction DocumentDocuments or any recourse or similar rights of Seller or its Affiliates set forth in this Agreement or (b) any right to indemnification, exculpation or advancement of expenses, whether under corporate indemnification, director and officer insurance or otherwise, to which any individual may be entitled as a result of such individual’s service as a director, manager, officer, or employee of the Companies. For purposes of clarification and avoidance of doubt, notwithstanding any actother provision of the release in this Section 6.13(a), event this release does not (i) waive or transaction related release any claim for breach or attendant theretoenforcement of this release, or (ii) waive or release any right or claim that may not be waived or released by applicable Law. (b) Effective as of the Closing, absent any Actual Fraud, Buyer (on its own and on behalf of its Affiliates, including after the Closing, the Companies, and each of their respective direct and indirect equityholders, successors and assigns) hereby unconditionally and irrevocably and forever releases and discharges Seller and its Affiliates and all of their respective past, present and future directors, officers, mangers, members, equityholders and employees, and all of the foregoing Persons’ successors, assigns and agents (each, a “Seller Released Party”), of and from, and hereby unconditionally and irrevocably waives, any and all claims, debts, losses, expenses, Proceedings, covenants, liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts, and liabilities of any kind or character whatsoever, known or unknown, contingent or unconditional, matured or unmatured, fixed or variable, suspected or unsuspected, in contract or tort, at Law or in equity, direct or indirect that Buyer (or any of its Affiliates, including the Companies, and each of their respective direct and indirect equityholders, successors and assigns) ever had, now has or ever may have or claim to have against any Seller Released Party, that arise out of, relate to, or are in any way connected with the Companies, the Companies’ Assets, or the agreements Business, including the direct or indirect ownership of any Noteholder contained thereinequity securities issued by the Companies (each, a “Buyer Released Claim”); provided, however, that this release shall not affect any Buyer Released Claims related to the rights of Buyer under this Agreement or any Transaction Document, including any breach or alleged breach of or liabilities under this Agreement or any other Transaction Documents or any recourse or similar rights of Buyer set forth in this Agreement. For purposes of clarification and avoidance of doubt, notwithstanding any other provision of the release in this Section 6.13(b), this release does not (i) waive or release any claim for breach or enforcement of this release, or (ii) waive or release any right or claim that may not be waived or released by applicable Law.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any Borrower, the Parent, and each of their Subsidiaries (collectively, the "Borrower Parties") hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges the Administrative Agent and the Lenders and all respective Affiliates, directorsBank Affiliates and Subsidiaries of the Administrative Agent and the Lenders, their respective officers, servants, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, financial advisors, principals, directors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesshareholders, and all of their Subsidiaries respective heirs, legal representatives, successors and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) assigns (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “"Released Lender Parties”") from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseobligations, remedies, suits, damages and liabilities of any nature whatsoever, whether known now known, suspected or unknownclaimed, contingent whether arising under common law, in equity or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisestatute, which any Releasor has heretofore Borrower Party ever had or now or hereafter can, shall or has against the Released Lender Parties which may have against arisen at any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, time on or prior to the Effective Date directly arising out of, connected with or date of this Second Amendment and which were in any manner related to this Agreementany of the Loan Papers or the enforcement or attempted enforcement by the Administrative Agent or the Lenders of rights, remedies or recourses related thereto (collectively, the Note Purchase Agreement "Borrower Claims"). (b) Each Borrower Party covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commences or prosecuted against any other Transaction Document, of the Released Lender Parties any of the Borrower Claims which may have arisen at any time on or prior to the date of this Second Amendment and were in any act, event or transaction manner related or attendant thereto, or to any of the Loan Papers. (c) The agreements of any Noteholder contained thereineach Borrower Party set forth in this Section 6 shall survive termination of this Second Amendment and the other Loan Papers.

Release. Each Credit Party In consideration of the agreements of the Administrative Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledges acknowledged, each of the Loan Parties hereby unconditionally and agrees that: (a) neither it nor any irrevocably remises, acquits, and fully and forever releases and discharges the Administrative Agent and the Lenders and all respective affiliates and subsidiaries of its Subsidiaries has any claim or cause of action against any Noteholder (or any of the Administrative Agent and the Lenders, their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, principals, advisors, directors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesshareholders, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliatesheirs, directorslegal representatives, officers, employees, agents, attorneys successors and consultants of each of the foregoing assigns (collectively, the “Released Lender Parties”) from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseobligations, remedies, suits, damages and liabilities (collectively, the “Loan Party Claims”) arising out of or related to the Credit Agreement, the other Loan Documents, or the transactions contemplated therein, whether known now known, suspected or unknownclaimed, contingent whether arising under common law, in equity or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisestatute, which any Releasor has heretofore Loan Party ever had or now or hereafter can, shall or has against the Released Lender Parties which may have against arisen at any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, time on or prior to the Effective Date directly arising out of, connected with or related to date of this Agreement. Each of the Loan Parties covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Note Purchase Released Lender Parties any action or other proceeding based upon any of the Loan Party Claims which may have arisen at any time on or prior to the date of this Agreement. Each of the Loan Parties acknowledges and agrees that the Released Lender Parties have acted in good faith in negotiating and entering into this Agreement and that the provisions hereof are not in breach or violation of any other Transaction Documentduty or obligation, express or implied, of the Released Lender Parties to any act, event or transaction related or attendant thereto, or the Loan Party. The agreements of any Noteholder contained thereinthe Loan Parties set forth in this Paragraph 8 shall survive the termination or expiration of this Agreement and the termination of the Loan Documents and the repayment, satisfaction or discharge of the Obligations.

Release. Each Credit Party hereby acknowledges (A) Borrower, the Parent, and agrees that: (a) neither it nor any of its Subsidiaries has any claim or cause of action against any Noteholder (or any each of their Subsidiaries (collectively, the "Borrower Parties") hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges the Administrative Agent and the Lenders and all respective Affiliates, directorsBank Affiliates and Subsidiaries of the Administrative Agent and the Lenders, their respective officers, servants, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents attorneys, financial advisors, principals, directors and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesshareholders, and all of their Subsidiaries respective heirs, legal representatives, successors and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) assigns (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “"Released Lender Parties”") from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each caseobligations, remedies, suits, damages and liabilities of any nature whatsoever, whether known now known, suspected or unknownclaimed, contingent whether arising under common law, in equity or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwisestatute, which any Releasor has heretofore Borrower Party ever had or now or hereafter can, shall or has against the Released Lender Parties which may have against arisen at any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, time on or prior to the Effective Date directly arising out of, connected with or date of this Agreement and which were in any manner related to this Agreementany of the Loan Papers or the enforcement or attempted enforcement by the Administrative Agent or the Lenders of rights, remedies or recourses related thereto (collectively, the Note Purchase "Borrower Claims"). (B) Each Borrower Party covenants and agrees never to commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Released Lender Parties any of the Borrower Claims which may have arisen at any time on or prior to the date of this Agreement or and were in any other Transaction Document, or manner related to any act, event or transaction related or attendant thereto, or of the Loan Papers. (C) The agreements of any Noteholder contained thereineach Borrower Party set forth in this Section 7 shall survive termination of this Agreement and the other Loan Papers.

Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any Borrower hereby releases and forever discharges Lender and its parents, subsidiaries and affiliates, past or present, and each of its Subsidiaries has any claim or cause of action against any Noteholder (or any of them, as well as their respective Affiliates, directors, officers, agents, servants, employees, agentsshareholders, attorneys representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and all other persons, firms or consultants or corporations with whom any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Partiesformer have been, are now, or may hereafter be affiliated, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Noteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) them (collectively, the “Releasors”) does hereby fully"Releasees"), finally, unconditionally from and irrevocably release, waive and forever discharge each Noteholder and each of their respective Affiliates, directors, officers, employees, agents, attorneys and consultants of each of the foregoing (collectively, the “Released Parties”) from against any and all debts, claims, allegationsdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, obligations, damagescontroversies, debts, costs, attorneys’ feesexpenses, suitsdamages, demandsjudgments, liabilitiesorders and liabilities of whatever kind or nature in law, actions, proceedings and causes of action, in each caseequity or otherwise, whether known or unknown, contingent fixed or fixedcontingent, direct suspected or indirect, and of whatever nature or descriptionunsuspected by ▇▇▇▇▇▇▇▇, and whether in law concealed or hidden (collectively, "Claims"), which Borrower now owns or holds or has at any time heretofore owned or held, which are based upon or arise out of or in equityconnection with any matter, under contractcause or thing existing at any time prior to the date hereof or anything done, tortomitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Loan Agreement or the other Loan Documents (collectively the "Released Matters"). (b) Borrower represents, statute warrants and agrees, that in executing and entering into this release, it is not relying and have not relied upon any representation, promise or otherwisestatement made by anyone which is not recited, which contained or embodied in this Amendment, the Loan Agreement or the other Loan Documents. ▇▇▇▇▇▇▇▇ has reviewed this release with ▇▇▇▇▇▇▇▇'s legal counsel, and understands and acknowledges the significance and consequence of this release and of the specific waiver thereof contained herein. Borrower understands and expressly assumes the risk that any Releasor has heretofore had fact not recited, contained or embodied therein may tum out hereafter to be other than, different from, or contrary to the facts now known to Borrower or hereafter canbelieved by Borrower to be true. Nevertheless, ▇▇▇▇▇▇▇▇ intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and shall not be subject to termination, modification or may have against any Released Party rescission by reason of any actsuch difference in facts. (c) ▇▇▇▇▇▇▇▇, omission or thing whatsoever done or omitted to be doneon behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not sue (at law, in each caseequity, in any regulatory proceeding or otherwise) any Releasee on or prior to the Effective Date directly arising out ofbasis of any Claims released, connected with or related remised and discharged by Borrower pursuant to this AgreementSection 10. If Borrower violates the foregoing covenant, the Note Purchase Agreement or ▇▇▇▇▇▇▇▇ agrees to pay, in addition to such other damages as any other Transaction DocumentReleasee may sustain as a result of such violation, or all attorneys' fees and costs incurred by any act, event or transaction related or attendant thereto, or the agreements Releasee as a result of any Noteholder contained thereinsuch violation.