Common use of Covenant Not to Xxx Clause in Contracts

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalf.

Covenant Not to Xxx. Executive understands hereby covenants and agrees thatthat Executive has not, and will not, file, commence or initiate any suits, grievances, demands, or causes of action against the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this Agreement. In accordance with 29 C.F.R. § 1625.23(b), this covenant not to xxx is not intended to preclude Executive from bringing a lawsuit to challenge the validity of the release language contained in this Agreement. If Executive breaches this covenant not to xxx, Executive hereby agrees to pay all of the reasonable costs and attorneys’ fees actually incurred by the Released Parties in defending against such claims, demands, or causes of action, together with such and further damages as may result, directly or indirectly, from that breach. Moreover, Executive agrees that he/she will not persuade or instruct any person to file a suit, claim, or complaint with any state or federal court or administrative agency against the Released Parties. The parties agree that this Agreement will not prevent Executive from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”), or its equivalent state or local agencies, or otherwise participating in an administrative investigation. However, to the fullest extent permitted by law, Executive is precluded from filing or pursuing agrees to relinquish and forgo all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay, and any legal claim other damages, benefits, remedies, and relief to which Executive may be entitled as a result of any kind claim, charge, or complaint against the Released Parties and agrees to forgo and relinquish reinstatement, all back pay, front pay, and other damages, benefits, remedies, and relief that he/she could receive from claims, actions, or suits filed or charges instituted or pursued by any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, commission based upon or arising out of any of the claims matters that Executive has are released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from The Parties intend that this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive paragraph and the Company, any rights to and release of claims for indemnification or herein be construed as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service broadly as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalflawfully possible.

Covenant Not to Xxx. Executive understands and agrees that2.1 You warrant that You do not have any complaint, to the fullest extent permitted by law, Executive is precluded from filing charge or pursuing any legal claim of any kind grievance against any of the Company Releasees at Released Party pending before any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or administrative or arbitral agency, it and You further agree and covenant not to xxx, file a lawsuit, or commence any other proceeding, arbitral, administrative or judicial action, against any of the Released Parties in any court of law or equity, or before any arbitral body or administrative agency, with respect to any matter released in Section 1.1 above; provided, however, that this covenant not to xxx does bar not affect Your rights to enforce appropriately the terms of the Separation Agreement in a court of competent jurisdiction and does not affect Your right to file a charge with the EEOC or participate in an investigation conducted by the EEOC; however, You expressly waive Your right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim he/she might have on Your behalf. 2.2 Should You file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of action waived, released or discharged through this Agreement or otherwise in breach of Section 2.1 above, You agree (i) that any amounts payable or paid to receive monetary damages You, as applicable, pursuant to Section 2 of the Separation Agreement shall no longer be payable and, if already paid, shall promptly be returned to the Company and (ii) to the fullest extent allowed by applicable law, to indemnify the Released Parties for all costs and expenses incurred by them in defending such lawsuit. You further agree that nothing in this Agreement shall limit the right of a court to determine, in its sole discretion, that the Released Parties are entitled to restitution, recoupment or set off of any monies paid should any agency pursue the release of any claims on Executive’s behalfunder this Agreement subsequently be found to be invalid. 2.3 Should the Company or Holdings file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of action waived, released or discharged through this Agreement or otherwise in breach of Section 2.3 above, the Company and Holdings agree, to the fullest extent allowed by applicable law, to indemnify You for all costs and expenses incurred by You in defending such lawsuit. Each Party agrees not to advocate or incite the institution of, or assist or participate in, any suit, unrest, complaint, charge or administrative proceeding by any other person against the other Parties or any of the Released Parties, unless compelled by legal process to do so. Nothing in this Section 2 shall prohibit any Party from lawfully participating or cooperating in an investigative proceeding of any federal, state or local government agency.

Covenant Not to Xxx. Executive understands Executive, for and agrees thatin consideration of the promises set forth in this Agreement and in consideration of this Agreement, hereby COVENANTS NOT TO XXX or to commence or maintain any action or proceeding against any First Indiana Group entity, or the fullest extent permitted by lawsuccessors, Executive is precluded from filing assigns, shareholders, directors, officers or pursuing any legal claim agents of any kind against such entity, or any other person who might be claimed to be liable, none of whom admit any liability, as to any and all known or unknown claims, demands, actions and causes of action which have been, or might have been, asserted by Executive as of the Company Releasees at any time in the future, date of this Agreement related in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not way to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officerofficer or employee of any First Indiana Group entity, employee or agent his resignation from his offices with any such entity pursuant to Section 1 above, of his termination of employment with any such entity as of December 31, 2006 or as of any earlier date pursuant to Section 4 above or Section 6 above. Executive further waives any right to severance pay or compensation of any kind to which he may be entitled under federal labor law. In further consideration of the Company compensation and benefits to be paid and provided to him pursuant to Section 3 above, Executive agrees that he never will institute a legal or equitable action in any State or federal court against any First Indiana Group entity, or any of its subsidiaries the other persons or affiliatesentities released herein, with respect to the matters herein resolved and settled, except to enforce or seek damages or other relief for breach of the terms of this Agreement. Executive hereby agrees that if he hereafter institutes an action against any of the released entities or persons concerning any of the claims he has released in this Agreement, and it is determined in such an action that a claim or claims brought by Executive therein are barred by his release of such claim or claims in this Agreement, he will reimburse the released persons or entities for all costs and expenses, including attorneys’ fees, reasonably incurred by them in defending against said claims. The foregoing covenant not to xxx shall not apply to any right of Executive to claim or receive indemnification and related benefits as an officer or director of FIC or FIB under their respective certificates any applicable law or FIC’s or FIB’s Articles of incorporation Incorporation or Articles of Association or Bylaws or to claim or receive insurance coverage or to be defended under any directors and bylaws, officers insurance coverage which applies to or otherwise as benefits directors or officers of First Indiana (and which FIC and FIB hereby agree to also provide to Executive for a period of seven years beginning with the Position Change Date); provided by law; (d) Executivethat the foregoing shall not limit First Indiana’s right to participate modify its directors and officers coverage from time to time so long as such changes apply to its officers and directors generally. FIC and FIB, on behalf of themselves and the other First Indiana Group entities, for and in an investigation conducted consideration of the promises set forth in this Agreement and in consideration of this Agreement, hereby COVENANT NOT TO XXX or to commence or maintain any action or proceeding against Executive, or his beneficiaries or estate, or any other person who might be claimed to be liable, none of whom admit any liability, as to any and all known or unknown claims, demands, actions and causes of action which have been, or might have been, asserted by any government agency; (e) the independent right and responsibility First Indiana Group entity as of the Equal Employment Opportunity Commission date of this Agreement related in any way to Executive’s service as a director, officer or employee of any First Indiana Group entity, or his resignation from his offices with any such entity pursuant to Section 1 above, of his termination of employment with any such entity as of December 31, 2006 or as of any earlier date pursuant to Section 5 above; provided, however, that the First Indiana Group entities specifically do not release or waive any claims relating to any personal loan or credit card debt outstanding to Executive or any claims that cannot lawfully be released by FIC or FIB, which claims are expressly reserved. In further consideration of this Agreement, FIC and FIB, on behalf of themselves and the other First Indiana Group entities, agree that no First Indiana Group entity ever will institute a legal or equitable action in any State or federal court against Executive (or his beneficiaries or estate) with respect to the “EEOC”) matters herein resolved and settled, except to enforce the law; terms of this Agreement. FIC and FIB hereby agree that if any First Indiana Group entity hereafter institutes an action against Executive (for his beneficiaries or estate) Executive’s right to seek a determination concerning any of the validity of whether his/her waiver of his/her rights under claims the ADEA was voluntary First Indiana Group entities have released in this Agreement, and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file it is determined in such an action that a charge claim or participate in an investigation or proceeding conducted claims brought by such First Indiana Group entity are barred by the EEOC release of such claim or any other federalclaims by the First Indiana Group entities in this Agreement, state FIC and FIB will reimburse Executive (or local court his beneficiaries or agencyestate) for all costs and expenses, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfincluding attorneys’ fees, reasonably incurred by them in defending against said claims.

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) Employee shall not file or be a class representative in any rights claim, lawsuit or complaint against any Releasee based on the claims of the Executive that arise after released in this Agreement becomes effective; agreement. Further, Employee shall not authorize or assist any other party to institute a claim, lawsuit, or complaint against any Releasee. (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this This Agreement does not affect his/her interfere with Employee’s right to file a charge with or participate in an investigation or proceeding conducted by the EEOC Equal Employment Opportunity Commission (“EEOC”) or the Securities and Exchange Commission (“SEC”) or to file a complaint under the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f), challenging the validity of this Agreement. (c) Employee represents and warrants that Employee has not initiated or filed any other action, complaint, or claim against the Releasees with any federal, state or local court court. (d) The consideration provided to Employee under this agreement is the sole relief Employee is entitled to for the claims released and waived in this agreement. Thus, Employee will not be entitled to recover, and must waive all monetary benefits or agencyrecovery, it against the Releasees in connection with an EEOC, state, or local agency charge or a representative or class action lawsuit regardless of who brings the charge or lawsuit, except that Employee does bar not waive any right Employee may have to an award paid by the SEC. (e) Employee further agrees that if at any time hereafter Employee shall file or join in any suit or assert any claim he/she might have against the Releasees relating to receive monetary damages should any agency pursue matter released-for any claims purpose other than those listed in 8(b) above-then a) Employee agrees that Employee will not attack and shall be estopped from attacking the legal validity or sufficiency of this agreement; and b) Employee shall reimburse Lowe’s for its reasonable attorneys’ fees and costs incurred in connection with the defense of such suit or claim. If such an action, complaint, claim, or charge has been initiated or filed by Employee or on ExecutiveEmployee’s behalf, Employee will use Employee’s best efforts to cause it immediately to be withdrawn and dismissed with prejudice.

Covenant Not to Xxx. Executive understands Employee covenants and represents that he has not filed or caused to be filed any lawsuit, complaint, charge, action or other proceeding against Company with respect to any claim he is releasing in this Agreement, and Employee further covenants and agrees that, not to xxx Company with respect to any matter arising before the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims date on which he executed this Agreement that Executive Employee has released and waived by virtue pursuant to Section 4(a) of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, includingEmployee’s covenants include, but are not limited to, (a) any rights proceedings to negate, modify or claims of the Executive that arise after reform this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanyAgreement, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understandsprovided, however, that, while that nothing in this Agreement does not affect his/her is intended to, nor shall it, release or interfere with Employee’s protected right to file a charge with, or to participate in an investigation or proceeding conducted pursuant to, the statutes administered by the EEOC Equal Employment Opportunity Commission or any other federal, equivalent state or local court or agency, including a charge contesting the validity of this Agreement under the Age Discrimination in Employment Act, or the right of any governmental agency to pursue any such claim regarding Employee. In any event, Employee understands that, by signing this Agreement, he waives any right he may have to recover money or other relief in any lawsuit or proceeding that he brings or which is brought on his behalf by any agency or third party against Company based on events arising through the date on which he executes this Agreement. Except where otherwise permitted under this Paragraph 5, Employee agrees that such action shall be dismissed with prejudice upon the presentation of this Agreement to the Court and Employee agrees that he will not accept relief or recovery from such action. Company covenants and represents that it does bar has not filed or caused to be filed any lawsuit, complaint, charge, action or other proceeding against Employee with respect to any claim he/she might have it is releasing in this Agreement, and provided that Employee is in compliance with his obligations under this Agreement, Company further covenants and agrees not to receive monetary damages should xxx Employee with respect to any agency pursue any claims matter arising before the date on Executive’s behalfwhich Company executed this Agreement that Company has released pursuant to Section 4(b) of this Agreement.

Covenant Not to Xxx. Executive understands and agrees that, to (a) To the fullest extent permitted by law, Executive is precluded from filing except as set forth in Sections 2(b) and (c) below, at no time subsequent to the date this Release becomes effective shall Employee pursue or pursuing prosecute (or cause or knowingly permit the pursuit or prosecution of) any legal claim of released under this Release (a “Released Claim”) in (1) any kind against any of the Company Releasees at any time in the futurestate, in any federal, state federal or municipal foreign court, (2) any local, state, federal or foreign administrative agency agency, or (3) any other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; . (b) any vested rights under any tax-qualified and/or retirement plan(sSection 2(a) maintained by the Company shall not prohibit Employee from filing a charge or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection complaint with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; or Department of Fair Employment and Housing (fDFEH) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate participating in an investigation or proceeding conducted by the EEOC or DFEH. However, Employee understands and agrees that while Employee may participate in such an investigation or proceeding, Employee is waiving his right to recover in any other federalsuch action Employee might commence or that may be commenced on Employee’s behalf before the EEOC or DFEH. (c) Section 2(a) shall not prohibit Employee from challenging whether any Released Claim covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990 was effectively released in accordance with the requirements of such laws. However, state or local court or agencyEmployee understands and agrees that while Employee may challenge the validity of such release, it does bar any claim he/she might have unless such release is found to receive monetary damages should any agency pursue any claims on Executive’s behalfbe invalid, Employee is waiving his right to recover with respect to all Released Claims (including those covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990) under this Release. (d) If Employee breaches the provisions of Section 2(a), Employee will pay for all costs incurred by the Released Parties, including reasonable attorneys’ fees, in defending against such claim.

Covenant Not to Xxx. Executive understands Employee represents that s/he has not filed any complaints, claims, charges, or actions against Millennial with any state, federal, or local agency or court, and, with the exception set forth below, that s/he will promptly withdraw and dismiss (or cause to be withdrawn and dismissed) with prejudice and without an award of attorneys’ fees or costs to any party any complaint, claim, charge, or action filed with any state, federal, or local agency or court against Millennial. Employee further agrees that, to with the fullest extent permitted by lawexception set forth below, Executive is precluded from filing neither s/he nor any other person or pursuing entity may bring any legal claim of any kind against any complaint, claim, charge or action on his/her behalf falling within the terms of the Company Releasees at any time in the futureGeneral Release contained herein, in any federaland that, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue should any such legal claimscomplaint, claim, charge, or action be brought on his/her behalf, s/he will cooperate with Millennial and its attorneys in seeking a prompt dismissal of that complaint, claim, charge or action. Excluded from The Parties agree that any breach of this release and covenant provision by Employee is a material breach of this Agreement for which Millennial may immediately seek legal, equitable, injunctive, monetary or any other appropriate relief without the posting of a bond or any guarantee. Notwithstanding the above, this Agreement does not to xxx is any affect the right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility ability of the Equal Employment Opportunity Commission (“EEOC”), or any other state or local fair employment practices agency, to enforce applicable employment discrimination statutes. It also should not be construed as a restriction of any such agency’s right to independently take whatever actions are authorized by its enabling statute. In addition, Employee understands that nothing herein prevents him/her from filing an administrative charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) or state or local fair employment practices agency. With respect to enforce the law; (f) Executive’s right any such filing, however, Employee agrees that s/he shall not seek, accept, or be entitled to seek any monetary or other relief of any kind, whether for himself/herself individually or as a determination member of the validity of whether a class or group, arising from an EEOC Charge filed by him/her or on his/her waiver of his/her behalf. In addition, nothing herein shall be interpreted to discourage or interfere with Employee’s rights under the ADEA was Older Workers Benefit Protection Act to test the knowing and voluntary and knowing; (g) Executive’s right nature of the waiver of claims under the Age Discrimination in Employment Act, or to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 prevent the exercise of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfsuch rights.

Covenant Not to Xxx. Executive understands and agrees that, (i) The Alexion Releasors covenant that no Alexion Releasor will commence or cause to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind be commenced against any of the Company Amgen Releasees at any time action or other proceeding based upon any claim which has been released in Section 4(c) and will not challenge or seek to challenge the validity or enforceability of any portion of the release contained in Section 4(c). (ii) The Amgen Releasors covenant that no Amgen Releasor will commence or cause to be commenced against any of the Alexion Releasees any action or other proceeding based upon any claim which has been released in Section 4(c) and will not challenge or seek to challenge the validity or enforceability of any portion of the release contained in Section 4(c). (iii) With respect to the Amgen Eculizumab Products only, each of the Alexion Releasors covenant not to xxx, assert any claim or counterclaim, or otherwise participate in or assist in any action or proceeding against any of the Amgen Releasees, or support or encourage any Third Party to xxx any Amgen Releasee, for infringement of any Licensed Patent [* * * *] based on (a) the making, using, selling, offering for sale, or distributing in or for the United States, or making or having made only for importation, distribution, use, sale or offering for sale into or for the United States of the Amgen Eculizumab Products as of and following the License Effective Date, (b) any of the activities allowed under Section 6(b) of this Settlement Agreement, or (c) in the futureevent of a launch of an Amgen Eculizumab Product as contemplated in Section 5 herein. Alexion shall impose this covenant not to xxx on any Third Party to which Alexion and each of its Affiliates may later assign, in license, or otherwise transfer or grant any federalpatent rights that are the subject of this covenant to the extent that such assignment, state or municipal courtlicense, administrative agency or other tribunaltransfer or grant includes the right to enforce the subject patent rights. Notwithstanding the foregoing, arising out Alexion and its Affiliates maintain the right to bring an action for infringement of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue Licensed Patents against any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained Amgen Releasees in the event of material breach by the Company Amgen or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent Affiliates of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfSettlement Agreement.

Covenant Not to Xxx. Executive understands Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees that, to the fullest extent permitted by with and in favor of each Releasee that it will not xxx (at law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the futureequity, in any federal, state regulatory proceeding or municipal court, administrative agency or other tribunal, arising out otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to this Assignment Agreement. If any Releasing Party violates the foregoing covenant, Borrower, each Guarantor, JV Rep and each Assignee, for itself and its successors and assigns, predecessors, and legal representatives, agrees to pay, on a joint and several basis (subject to clauses (y) and (z) below), in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation, except that (x) Releasing Parties shall have no liability to the Releasees for any damages, fees and costs arising (i) on account of the claims that Executive has released applicable Releasee’s gross negligence or willful misconduct as determined by a final, nonappealable judgment by a court of competent jurisdiction and/or (ii) in respect of any fees or costs incurred or damages sustained by any Releasee prior to the date hereof; (y) the maximum collective liability of ARI Component Venture LLC and waived by virtue American Railcar Industries, Inc. and their respective successors and assigns, and their respective legal representatives, in the aggregate, shall in no event exceed the damages, fees, and costs recoverable under this Section 8 as a consequence of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims a violation of the Executive that arise after foregoing covenant by one or more of ARI Component Venture LLC, American Railcar Industries, Inc. and their respective successors and assigns, and their respective predecessors and legal representatives; and (z) the maximum collective liability of ASF-Keystone, Inc. and Amsted Industries Incorporated and their respective successors and assigns, and its predecessors and legal representatives, in the aggregate, shall in no event exceed the damages, fees, and costs recoverable under this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service Section 8 as a director, officer, employee or agent consequence of a violation of the Company foregoing covenant by one or any more of its subsidiaries or affiliatesASF-Keystone, under Inc. and Amsted Industries Incorporated and their respective certificates of incorporation successors and bylawsassigns, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary their respective predecessors and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalflegal representatives.

Covenant Not to Xxx. Executive understands For the purpose of giving a full and complete General Release, Employee covenants and agrees thatthat he has no pending claims or charges against the Released Parties (as defined in Paragraph 6 herein) that have not already disclosed. If Employee has any pending claims in a federal, state or local court, or in an arbitral forum, Employee agrees to the fullest extent permitted by law, Executive is precluded from filing or pursuing promptly file all appropriate papers requesting withdrawal and dismissal of such claims with prejudice. If Employee has any legal claim of any kind against any of the Company Releasees at any time in the future, in pending complaints with any federal, state or municipal courtlocal agencies, administrative agency Employee agrees to promptly submit all appropriate papers requesting withdrawal and dismissal of such complaints. Employee further agrees not to xxx any of the Released Parties or other tribunalbecome a party to a lawsuit on the basis of any claims of any type to date that arise out of any aspect of his employment or separation of employment, including but not limited to any claims or rights arising out of the “Executive Change in Leadership Agreement” executed by Employee and Citizens on April 13, 2020. Employee understands that this is an affirmative promise not to xxx any of the Released Parties, which is in addition to his General Release of claims that Executive has released and waived by virtue of executing in this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after Nothing in this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as prevents Employee from bringing an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of action challenging the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008Agreement. Executive understands, however, that, while this Agreement does not affect his/her right to file If a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any government agency pursue any claims commences an investigation on ExecutiveEmployee’s behalf, Employee specifically waives and releases his right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation, nor will Employee seek reinstatement to his former position with Citizens If Employee breaches this Agreement by suing any of the Released Parties in violation of this Covenant Not to Xxx, Employee understands that (i) the Released Parties will be entitled to apply for and receive an injunction to restrain any violation of this Paragraph, and (ii) Employee will be required to pay the Released Parties’ legal costs and expenses, including reasonable attorney fees, associated with defending against the lawsuit and enforcing the terms of this Agreement.

Covenant Not to Xxx. Executive understands and a. Employee agrees that, not to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim institute a Claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this AgreementReleasees. Executive agrees not to file or pursue any such legal claims. Excluded from this release and This covenant not to xxx is includes any right and all Claims that Employee, or claim anyone on Employee’s behalf ever has or now has against any and all of the Releasees, or which Employee, or any of Employee’s heirs, executors, administrators or assigns, hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the date of Employee’s birth to the date that canEmployee has signed this Agreement. Employee acknowledges and agrees that this covenant not be waived by law, to xxx covers Claims including, but not limited to, (ai) any and all Claims based on any law, statute, or constitution or based on contract or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as the civil rights laws of any state or jurisdiction, or Title VII, as amended, the ADA, or the Civil Rights Act of 1991, the FMLA, and the Fair Labor Standards Act; (ii) any and all Claims under any grievance or complaint procedure of any kind or for reinstatement; (iii) any and all Claims that this Agreement or any provision hereof should be avoided or set aside; and (iv) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the termination of his employment with, his performance of any service in any capacity for, or any business transaction with, each or any of the Releasees, including but not limited to the Employment Agreement. b. Employee understands and acknowledges that the covenant not to xxx contained in this Section 5 is distinct and different from the general waiver and release of claims contained in Section 4 of this Agreement. In this Section 5, Employee is agreeing not to assert a Claim against the Bank, while in Section 4 Employee is giving up rights or claims Employee has or may have through the date Employee signs this Agreement. If Employee violates this covenant not to xxx by filing a Claim against the Bank, Employee hereby agrees to pay all the Bank’s costs and expenses of the Executive that arise after this Agreement becomes effective; (b) defending against any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive such Claim, including attorneys’ fees, and the Companyall further costs and fees, any rights to and claims for indemnification or as an insured under any directorsincluding attorneys’ and officers’ liability insurance policy fees, incurred in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfcollection.

Covenant Not to Xxx. Executive understands and agrees that, to (a) To the fullest extent permitted by law, Executive is precluded from filing except as set forth in Sections 2(b) and (c) below, at no time subsequent to the date this Release becomes effective shall Employee pursue or pursuing prosecute (or cause or knowingly permit the pursuit or prosecution of) any legal claim of released under this Release (a “Released Claim”) in (1) any kind against any of the Company Releasees at any time in the futurestate, in any federal, state federal or municipal foreign court, (2) any local, state, federal or foreign administrative agency agency, or (3) any other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; . (b) any vested rights under any tax-qualified and/or retirement plan(sSection 2(a) maintained by the Company shall not prohibit Employee from filing a charge or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection complaint with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; or Department of Fair Employment and Housing (fDFEH) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate participating in an investigation or proceeding conducted by the EEOC or DFEH. However, Employee understands and agrees that while Employee may participate in such an investigation or proceeding, Employee is waiving his/her right to recover in any other federalsuch action Employee might commence or that may be commenced on Employee’s behalf before the EEOC or DFEH. (c) Section 2(a) shall not prohibit Employee from challenging whether any Released Claim covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990 was effectively released in accordance with the requirements of such laws. However, state or local court or agencyEmployee understands and agrees that while Employee may challenge the validity of such release, it does bar any claim heunless such release is found to be invalid, Employee is waiving his/she might have her right to receive monetary damages should any agency pursue any claims on Executive’s behalfrecover with respect to all Released Claims (including those covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990) under this Release. (d) If either party breaches this release, the breaching party will pay for all costs incurred by the non-breaching party , including reasonable attorneys’ fees, to enforce the Release.

Covenant Not to Xxx. Executive understands agrees and agrees thatcovenants not to file, to the fullest extent permitted by lawinitiate, Executive is precluded from filing join, or pursuing accept any legal claim relief in any lawsuit (either individually, with others, or as part of any kind against any of the Company Releasees at any time in the futurea class), in any federalforum, state pleading, raising, or municipal court, administrative agency asserting any Claim(s) barred or other tribunal, arising out released by Section 2 of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees and acknowledges that, in the event that Executive breaches any obligation under this Section 2, then (i) the payments and benefits described in Section 1(c) of this Agreement, to the extent not then paid or provided, shall be immediately forfeited and (ii) Executive will be obligated to file repay the Company any amounts paid or pursue any such legal claimsprovided under Section 1(c) above and to reimburse the applicable Releasees for their reasonable costs and attorney’s fees incurred in defending against those Claims that are found to be barred by this Agreement. Excluded Notwithstanding the foregoing, nothing in this Section 2(c) or this Agreement shall preclude Executive from challenging the validity of the release in this release Section 2 under the requirements of the Age Discrimination in Employment Act (“ADEA”), and covenant not to xxx is any right or claim that canExecutive shall not be waived by law, including, but not limited to, (a) any rights or claims responsible for reimbursing the attorney’s fees and costs of the Executive that arise after this Agreement becomes effective; (b) Releasees, or repaying any vested rights amounts or benefits paid under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanySection 1(c), any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with such a challenge to the validity of the release, nor shall any payments or benefits under Section 1(c) be forfeited in connection with such a challenge. However, Executive acknowledges that the release contained in this Agreement applies to all Claims Executive has under the ADEA, and that, unless the release is held to be invalid, all of Executive’s service as Claims under the ADEA shall be extinguished by execution of this Agreement. Executive further agrees that nothing in this Section 2 or this Agreement shall preclude or prevent Executive from filing a director, officer, employee charge with the U.S. Equal Employment Opportunity Commission or agent of the Company similar state or local agency. Executive agrees that he will not seek or accept any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted relief obtained on his behalf by any government agency; (e) the independent right , private party, class, or otherwise with respect to any Claims released in this Agreement. Executive warrants and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce represents that Executive has not filed any Claim released in this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)that Executive is not aware of any wrongdoing or violation of any law, 7(i)statute, 12 and 13 regulation, or policy by any of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfReleasees.

Covenant Not to Xxx. Executive understands 5.1.1 If and agrees thatonly if the Closing occurs, then, upon the Closing Date, Lender, for itself and for Buyer and their respective successors and assigns, shall be deemed to have covenanted and agreed, except as expressly set forth herein, not to bring, file or commence any action, suit, claim or cause of action against Borrower and/or Guarantor with respect to any obligation under the Loan Documents including any deficiency (with the exception of mandatory counter or cross-claims); provided, however, that the foregoing covenant and agreement shall in no event extend to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim continuing liabilities and obligations of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunalBorrower and Guarantor relating to, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file of, or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a directorbreach of any representation, officerwarranty, employee indemnity, covenant or agent of the Company agreement set forth in this Agreement or any of the documents or instruments delivered at Closing or to any indemnities in favor of Lender under the following Indemnity Agreements executed in favor of U.S. Bank, as predecessor in interest to Lender: Indemnity Agreement dated July 25, 2005 executed by Guarantor and LPS II; Indemnity Agreement dated August 29, 2005 executed by Guarantor and LPS; Indemnity Agreement dated July 24, 2007 executed by LIC, Guarantor and LPS; and Indemnity Agreement dated July 24, 2007 executed by Guarantor and LPPD, and (b) shall not preclude Lender from foreclosing the lien of the Deeds of Trust. 5.1.2 The foregoing covenant and agreement in Section 5.1.1 shall be void from its subsidiaries inception, if: (a) Borrower and/or Guarantor shall take any act or affiliatesmake any claim of rescission of this Agreement or any of the Closing Documents; or (b) a court of competent jurisdiction determines that (or any claim is made by Borrower, under their respective certificates Guarantor or any third party, other than by Lender or Buyer in bankruptcy, that) the transfer of incorporation and bylawsthe Property to Buyer or the receipt of any funds by any party hereunder constitutes a preference or a fraudulent conveyance, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility sets aside or holds ineffective such transfer of the Equal Employment Opportunity Commission Property or such funds. 5.1.3 The foregoing covenant and agreement in Section 5.1.1 notwithstanding: (a) In the “EEOC”event that any draw on that certain Irrevocable Standby Letter of Credit number SLCSSEA02576 in the face amount of Two Million Dollars ($2,000,000.00) issued by U.S. Bank for the benefit of Wachovia Bank, National Association as Master Servicer on behalf of Xxxxx Fargo Bank, Minnesota, NA, as Trustee for the benefit of the Certificate Holders of Commercial Mortgage Pass-Through Certificates, Series WB/UBS 2005-C16 for the account of LIC (herein, the "Gilroy Letter of Credit"),, and neither LIC nor any other Borrower or Guarantor reimburses Lender for the amount of such draw within ninety (90) days after Lender's demand for reimbursement with respect thereto, then notwithstanding Section 5.1.1, Lender shall have the right to enforce the lawfollowing documents to recover such amounts: (a) the obligations of Lakha Investment Co., LLC with respect to that certain Continuing Reimbursement Agreement for Standby Letters of Credit dated July 25, 2006 between Lakha Investment Co., LLC and U.S. Bank National Association, as predecessor in interest to Lender, and (b) the obligations of Xxxx X. Xxxxx under the following documents, each of which were executed by Xxxx X. Xxxxx in favor of U.S. Bank National Association, as predecessor in interest to Lender, as the same relate to the obligations of Lakha Investment Co., LLC with respect to the aforementioned Continuing Reimbursement Agreement for Standby Letters of Credit: Continuing Guaranty dated February 26, 2003 (with Spousal Consent); Reaffirmation of Guaranty dated April 15, 2005; Continuing Guaranty dated November 21, 2005; Continuing Guaranty dated December 30, 2005; Continuing Guaranty dated June 8, 2006; Continuing Guaranty dated July 25, 2006; Continuing Guaranty dated July 24, 2007; and Second Amendment to Continuing Guaranty dated April 13, 2009. Without limiting the generality of any provision of this Agreement, Borrower and Guarantor acknowledge that all rights of U.S. Bank under that certain Continuing Reimbursement Agreement for Standby Letters of Credit dated July 25, 2006 between U.S. Bank and LIC have been assigned to Lender; and (fb) Executive’s If Borrower and/or Guarantor files for protection under the U.S. Bankruptcy Code within twelve (12) months after Closing, and as a result thereof Lender or Buyer incurs any material liability or cost to respond or defend Lender, Buyer or the Property in connection with any such bankruptcy filing, Borrower and/or Guarantor shall indemnify Lender and Buyer for such liability or cost, and Lender and/or Buyer shall have the right to seek a determination bring an action against Borrower and/or Guarantor to recover the same. 5.1.4 The foregoing covenants and agreements shall not defeat, limit or otherwise affect any right of Lender to commence or complete foreclosure proceedings under any Deed of Trust or any of the validity other Loan Documents. 5.1.5 Borrower and Guarantor acknowledge and agree that the obligations under each Note and the other Loan Documents remain in full force and effect, to enable Lender to foreclose each Deed of whether his/her waiver Trust if Lender elects to do so in Lender's sole and absolute discretion. 5.1.6 The provisions of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfSection 5 shall survive Closing.

Covenant Not to Xxx. Executive understands Employee represents and warrants that Employee has not assigned or transferred or purported to assign or transfer any claim against the Releasees, and is fully entitled to release the same, and Employee has not currently filed any lawsuits or actions with any federal, state, or local court against the Company and agrees that, not to xxx the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against Company in connection with any of the Company Releasees at matters released under Section 5 above. Employee agrees not to accept, recover or receive any time monetary damages or any other form of relief which may arise out of or in the futureconnection with any administrative remedies which may be filed with or pursued independently by any governmental agency or agencies, in any whether federal, state or municipal courtlocal. Employee agrees not to testify for, administrative appear on behalf of, or otherwise assist in any way any individual, company, or agency in any claim against the Company, except, unless, and only pursuant to a lawful subpoena issued to Employee. If such a subpoena is issued, Employee will immediately notify the Company and provide it with a copy of the subpoena. This Agreement does not prohibit Employee from filing a charge with a government agency, but this Agreement does release any claim which Employee has or may have for monetary relief, reinstatement, or for any other tribunalremedy for Employee personally, arising out of any proceeding before any government agency or court which has otherwise been specifically released hereunder. If any agency or court should take jurisdiction over any matter in which Employee has or may have any personal interest, whether initiated by Employee or otherwise, Employee will promptly inform that agency or court that this Agreement constitutes a full and final settlement by Employee of the all claims that Executive has released and waived by virtue of executing under this Agreement. Executive Thus, Employee understands and agrees not that this Agreement constitutes a full and final bar to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or all claims of the Executive any type that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and Employee now has against the Company, of and from any rights and all actions, causes of action, damages or demands of whatever name or nature arising out of any and all incidents or matters which have arisen or may arise from the beginning of time to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a directorTermination Date of this Agreement. However, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfof Employee arising out of this Agreement.

Covenant Not to Xxx. Executive understands On or after January 31, 2007, the Sellers, their estates (collectively, the "Estates") and agrees thatany and all Estate Representatives (as defined below) shall be barred from bringing any suit, action or claim against any Protected Employee (as defined below) related to the fullest extent permitted Business, the Sellers or any of their Affiliates (collectively, the "Seller Parties") or such Protected Employee's employment by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at Seller Parties (the "Covenant"), including, without limitation, any time suit, action or claim related to (a) any pre-petition transactions or business practices of the Seller Parties or (b) the financial affairs of the Seller Parties (collectively, the "Estate Claims"). "Estate Representatives" shall mean the Sellers as debtors-in-possession, the Official Committee of Unsecured Creditors appointed in the futureBankruptcy Case (the "Committee"), in any federalChapter 11 trustee or Chapter 7 trustee or any examiner with expanded powers, state or municipal court, administrative agency or other tribunal, arising out any representative of any of the claims Estates under any applicable plan of reorganization under Chapter 11 of the Bankruptcy Code or proceeding under Chapter 7 of the Bankruptcy Code or otherwise regarding any of the Estates, any successor in interest to any of the Estates or any other party similarly charged with acting for or on behalf of the Sellers as debtors in possession or any of the Estates. A "Protected Employee" shall be any Continuing Employee who is not designated in good faith by an Estate Representative as a likely target of an Estate Claim (a "Target") by January 31, 2007 (the "Notice Date"); provided, that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, no Continuing Employee will remain a Protected Employee if (a) any rights or claims it is determined in a final judgment by a court of the Executive competent jurisdiction that arise after this Agreement becomes effective; such Continuing Employee committed actual fraud, (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained such Continuing Employee is fired by the Company or its affiliates; Buyer for cause following the Closing Date, (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent investigation of the Company Estate Claims by the Estate Representatives prior to the Notice Date, such Continuing Employee is found by a final order of the Bankruptcy Court upon the motion of an Estate Representative to have been untruthful or misleading in any of its subsidiaries material respect or affiliates, under their respective certificates of incorporation and bylaws, failed to use reasonable efforts to cooperate with the Estate Representative or otherwise as provided by law; (d) Executive’s such Continuing Employee invokes rights against self-incrimination under the United States Constitution, any State Constitution or any similar law regarding self- incrimination. Any Continuing Employee who is designated in good faith as a Target as of the Notice Date shall not have the benefit of the Covenant contained herein. On or before the Closing Date, the Estate Representatives shall discuss and disclose among themselves and with Buyer the preliminary findings of their investigation to date (the "Preliminary Report") including, without limitation, possible Targets of an Estate Claim and the Conclusions if any reached with respect to "Interim Investigation of Reported Compensation and Other Cash Payments Made to Insiders" file prepared by XRoads Solutions Group, LLC dated September 25, 2006 ("XRoads Report"). The Committee agrees that it will work in good faith to complete its review and reach its conclusions on the transactions covered by the XRoads Report earlier than January 31, 2007 to the extent practicable. In the event that the Buyer determines in good faith based on the Preliminary Report that the scope of the investigation by the Estate Representative, the number of Targets designated by the Estate Representative prior to the Notice Date or the specific Targets subject to investigation would reasonably be expected to have a materially adverse effect on the Buyer's ability to operate the Business, when taken as a whole, going forward, the Buyer shall be entitled to terminate this Agreement upon notice to the Sellers and the Committee and shall be entitled to a return of the Deposit. Notwithstanding the foregoing, (i) the Sellers and their professionals shall disclose to and discuss with the Committee the books, records, and investigative data collected by them to date for purposes of the Committee determining whether it believes any Continuing Employee to be a Target, (ii) any and all Estate Representatives shall complete all investigations of Estate claims against Continuing Employees by January 31, 2007 and, unless an Estate Claim has been filed against such Continuing Employee by that date, such Continuing Employee shall thereafter have the benefit of this Covenant except where the Continuing Employee subsequently is determined to no longer be a Protected Employee as provided above, (iii) the Bankruptcy Court shall retain jurisdiction as a Court of competent jurisdiction over the Buyer and the Estate Representative as to whether a Continuing Employee remains a Protected Employee, (iv) other matters among the Estate Representatives regarding the scope and timing of the investigation of former employees of the Sellers are not subject to this paragraph and shall be subject to the agreement among the Estate Representatives or an order of the Bankruptcy Court, and (v) nothing contained herein shall prevent a Protected Employee from being subject to any lawful subpoena after January 31, 2007 to act as a witness to provide fact information regarding on-going investigations of the Estate Representatives. The Buyer, Sellers and the Committee will enter into mutually agreeable confidentiality agreements to protect the information exchanged in connection with the investigation hereunder. The Committee, the Buyer and the Sellers shall have the right to participate in an investigation conducted by agree to modifications of this Section 5.1(f) after the date of this Agreement without any government agency; (e) the independent right and responsibility further approval of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfBankruptcy Court.

Covenant Not to Xxx. Executive understands (i) The Amylin Releasing Parties shall refrain and agrees thatforbear forever from, to directly or indirectly, commencing, instituting, continuing, prosecuting, or filing any claim for damages, or demand, in connection with any lawsuit, action, proceeding against the fullest extent permitted by lawLilly Releasees, Executive is precluded from filing or pursuing any legal claim of any kind against any of them, or otherwise commencing or filing any complaints or proceedings with any government entity alleging that the Company Releasees at any time in the futuremaking, in any federalhaving made, state using, selling, offering to sell, importing, exporting or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by lawotherwise exploiting, including, but not limited towithout limitation, (a) the development, research, manufacture, commercialization, formulation, use, distribution, delivery or administration, of GLP-FC or any rights or claims of the Executive that arise after this Agreement becomes effective; (b) GLP-FC Non-Assert Product by any vested rights under Lilly Releasee infringes any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the ExecutiveAmylin GLP Patents. In Amylin’s service as a director, officer, employee or agent of the Company or any of its subsidiaries Affiliates’ agreements with each of its licensees or affiliatessublicensees of Amylin GLP Patents, under their respective certificates Amylin or its Affiliate, as applicable, if such agreement includes a right by the licensee or sublicensee to independently assert an Amylin GLP Patent against a Third Party for patent infringement, shall include provisions requiring a covenant, materially identical to that which Amylin is making in this Section 5.3(d)(i), on the part of incorporation the licensee or sublicensee, as applicable and bylawsexpressly provide that Lilly is a third party beneficiary of such covenant. Further, in the event of an assignment or transfer by Amylin or any of its Affiliates of any Amylin GLP Patents, such assignee shall be bound by the covenant set forth in this Section 5.3(d)(i) and Amylin or such Affiliate shall obtain a written agreement from any such assignee in which such assignee agrees to be bound by such covenant and expressly acknowledges that Lilly is a third party beneficiary thereof. (ii) The Lilly Releasing Parties shall refrain and forbear forever from, directly or indirectly, commencing, instituting, continuing, prosecuting, or filing any claim for damages, or demand, in connection with any lawsuit, action, proceeding against the Amylin Releasees, or any of them, or otherwise as provided by law; (d) Executive’s right commencing or filing any complaints or proceedings with any government entity alleging that the making, having made, using, selling, offering to participate in an investigation conducted sell, importing, exporting or otherwise exploiting, including, without limitation, the development, research, manufacture, commercialization, formulation, use, distribution, delivery or administration, of Exenatide or any Exenatide Non-Assert Product by any government agency; (e) Amylin Releasee infringes any Lilly Exenatide Patents. In Lilly’s or any of its Affiliates’ agreements with each of its licensees or sublicensees of Lilly Exenatide Patents, Lilly or its Affiliate, as applicable, if such agreement includes a right by the independent right and responsibility licensee or sublicensee to independently assert a Lilly Exenatide Patent against a Third Party for patent infringement, shall include provisions requiring a covenant, materially identical to that which Lilly is making in this Section 5.3(d)(ii), on the part of the Equal Employment Opportunity Commission (licensee or sublicensee, as applicable and expressly provide that Amylin is a third party beneficiary of such covenant. Further, in the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination event of the validity an assignment or transfer by Lilly or any of whether his/her waiver its Affiliates of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)any Lilly Exenatide Patents, 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted such assignee shall be bound by the EEOC covenant set forth in this Section 5.3(d)(ii) and Lilly or such Affiliate shall obtain a written agreement from any other federal, state or local court or agency, it does bar any claim he/she might have such assignee in which such assignee agrees to receive monetary damages should any agency pursue any claims on Executive’s behalfbe bound by such covenant and expressly acknowledges that Amylin is a third party beneficiary thereof.

Covenant Not to Xxx. (a) Executive understands that by signing this Agreement, Executive is agreeing that Executive has not and will not file any claims or lawsuits against the Released Parties with any court or government agency with the exception that this Agreement will not release (i) any non-waivable rights Executive has, including any claims that arise after the Resignation Date or the Reaffirmation Effective Date, as applicable; (ii) actions, or rights arising under or to enforce the terms of this Agreement; and/or (iii) vested benefits under any retirement or pension plan and/or deferred compensation plan. Further, if (b) As to any actions or claims that would not be released because of the invalidity or unenforceability of this Agreement, Executive understands and agrees that, to the fullest extent permitted except as prohibited by law, if he asserts or brings any such actions or claims against the Company, he must repay to the Company the Severance Benefits provided to him pursuant to this Agreement, with legal interest. Executive is precluded from filing and the Company agree that by executing this Agreement, Executive has waived any claim (administrative or pursuing any legal claim of any kind against any otherwise) he may have under, among other things, the ADEA. If Executive files a charge alleging a violation of the Company Releasees at ADEA with any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out challenges the validity of this waiver and release of any of claim he might have had under the claims that Executive has released and waived ADEA, he will be required to repay to the Company the Severance Benefits provided by virtue of executing it pursuant to this Agreement. Executive agrees not , or pay to file or pursue the Company any other monetary amounts (such as attorneys’ fees and/or damages), as a condition precedent to filing such a claim, only if and to the extent the recovery of any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained amounts by the Company is otherwise authorized by law. This Agreement is not to be interpreted by either party or its affiliates; (c) by any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or third party as an insured under any directors’ and officers’ liability insurance policy in connection effort to interfere with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her protected right to file a charge or participate in an investigation or proceeding conducted by under the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfADEA.

Covenant Not to Xxx. Executive understands and agrees that, to (a) To the fullest extent permitted by law, Executive is precluded from filing except as set forth in Sections 2(b) and (c) below, at no time subsequent to the date this Release becomes effective shall Employee pursue or pursuing prosecute (or cause or knowingly permit the pursuit or prosecution of) any legal claim of released under this Release (a “Released Claim”) in (1) any kind against any of the Company Releasees at any time in the futurestate, in any federal, state federal or municipal foreign court, (2) any local, state, federal or foreign administrative agency agency, or (3) any other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; . (b) any vested rights under any tax-qualified and/or retirement plan(sSection 2(a) maintained by the Company shall not prohibit Employee from filing a charge or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection complaint with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; or Department of Fair Employment and Housing (fDFEH) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate participating in an investigation or proceeding conducted by the EEOC or DFEH. However, Employee understands and agrees that while Employee may participate in such an investigation or proceeding, Employee is waiving his right to recover in any other federalsuch action Employee might commence or that may be commenced on Employee’s behalf before the EEOC or DFEH. (c) Section 2(a) shall not prohibit Employee from challenging whether any Released Claim covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990 was effectively released in accordance with the requirements of such laws. However, state or local court or agencyEmployee understands and agrees that while Employee may challenge the validity of such release, it does bar any claim heunless such release is found to be invalid, Employee is waiving his/she might have her right to receive monetary damages should any agency pursue any claims on Executive’s behalfrecover with respect to all Released Claims (including those covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990) under this Release. (d) If Employee breaches the provisions of Section 2(a), Employee will pay for all costs incurred by the Released Parties, including reasonable attorneys’ fees, in defending against such claim.

Covenant Not to Xxx. Executive understands On or after January 31, 2007, the Sellers, their estates (collectively, the “Estates”) and agrees thatany and all Estate Representatives (as defined below) shall be barred from bringing any suit, action or claim against any Protected Employee (as defined below) related to the fullest extent permitted Business, the Sellers or any of their Affiliates (collectively, the “Seller Parties”) or such Protected Employee’s employment by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at Seller Parties (the “Covenant”), including, without limitation, any time suit, action or claim related to (a) any pre-petition transactions or business practices of the Seller Parties or (b) the financial affairs of the Seller Parties (collectively, the “Estate Claims”). “Estate Representatives” shall mean the Sellers as debtors-in- possession, the Official Committee of Unsecured Creditors appointed in the futureBankruptcy Case (the “Committee”), in any federalChapter 11 trustee or Chapter 7 trustee or any examiner with expanded powers, state or municipal court, administrative agency or other tribunal, arising out any representative of any of the claims Estates under any applicable plan of reorganization under Chapter 11 of the Bankruptcy Code or proceeding under Chapter 7 of the Bankruptcy Code or otherwise regarding any of the Estates, any successor in interest to any of the Estates or any other party similarly charged with acting for or on behalf of the Sellers as debtors in possession or any of the Estates. A “Protected Employee” shall be any Continuing Employee who is not designated in good faith by an Estate Representative as a likely target of an Estate Claim (a “Target”) by January 31, 2007 (the “Notice Date”); provided, that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, no Continuing Employee will remain a Protected Employee if (a) any rights or claims it is determined in a final judgment by a court of the Executive competent jurisdiction that arise after this Agreement becomes effective; such Continuing Employee committed actual fraud, (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained such Continuing Employee is fired by the Company or its affiliates; Buyer for cause following the Closing Date, (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent investigation of the Company Estate Claims by the Estate Representatives prior to the Notice Date, such Continuing Employee is found by a final order of the Bankruptcy Court upon the motion of an Estate Representative to have been untruthful or misleading in any of its subsidiaries material respect or affiliates, under their respective certificates of incorporation and bylaws, failed to use reasonable efforts to cooperate with the Estate Representative or otherwise as provided by law; (d) Executive’s right to participate such Continuing Employee invokes rights against self-incrimination under the United States Constitution, any State Constitution or any similar law regarding self-incrimination. Any Continuing Employee who is designated in an investigation conducted by any government agency; (e) the independent right and responsibility good faith as a Target as of the Equal Employment Opportunity Commission Notice Date shall not have the benefit of the Covenant contained herein. On or before the Closing Date, the Estate Representatives shall discuss and disclose among themselves and with Buyer the preliminary findings of their investigation to date (the “EEOCPreliminary Report”) including, without limitation, possible Targets of an Estate Claim and the conclusions if any reached with respect to enforce “Interim Investigation of Reported Compensation and Other Cash Payments Made to Insiders” file prepared by XRoads Solutions Group, LLC, dated September 25, 2006 (“XRoads Report”). The Committee agrees that it will work in good faith to complete its review and reach its conclusions on the law; (f) Executive’s right transactions covered by the XRoads Report earlier than January 31, 2007 to seek a determination the extent practicable. In the event that the Buyer determines in good faith based on the Preliminary Report that the scope of the validity investigation by the Estate Representative, the number of whether his/her waiver of his/her rights under Targets designated by the ADEA was voluntary and knowing; (g) ExecutiveEstate Representative prior to the Notice Date or the specific Targets subject to investigation would reasonably be expected to have a materially adverse effect on the Buyer’s right ability to enforce operate the Business, when taken as a whole, going forward, the Buyer shall be entitled to terminate this Agreement upon notice to the Sellers and the Committee and shall be entitled to a return of the Deposit. Notwithstanding the foregoing, (hi) Executive’s right the Sellers and their professionals shall disclose to receive payments and benefits under Sections 7(g)discuss with the Committee the books, 7(i)records, 12 and 13 investigative data collected by them to date for purposes of his/her Amended the Committee determining whether it believes any Continuing Employee to be a Target, (ii) any and Restated Employment Agreement dated all Estate Representatives shall complete all investigations of Estate Claims against Continuing Employees by January 31, 2007 and, unless an Estate Claim has been filed against such Continuing Employee by that date, such Continuing Employee shall thereafter have the benefit of this Covenant except where the Continuing Employee subsequently is determined to no longer be a Protected Employee as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalf.provided above,

Covenant Not to Xxx. Executive understands and agrees that, to Neither Party nor its Affiliates shall during the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim term of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) and thereafter assert any vested rights under any tax-qualified and/or retirement plan(s) maintained by claim against the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company other Party or any of its subsidiaries Affiliates that the sale of such other Party's (or affiliatesits Affiliate's) Product(s) or Other Cyclosporine Product(s) in the Territory infringes such Party's intellectual property. Proprietary Information. Each Party agrees that all inventions, processes, materials, chemicals, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the disclosing party ("Proprietary Information" of the disclosing party). Except as expressly allowed in this Agreement, the receiving Party will hold in confidence and not use or disclose any Proprietary Information of the disclosing Party and shall similarly bind its employees in writing. The receiving Party shall not be obligated under their respective certificates this Section 12.3 (i) beyond five years after termination of incorporation and bylawsthis Agreement, or otherwise as (ii) with respect to information the receiving Party can document: is or has become readily publicly available through no fault of the receiving Party or its employees or agents; or is received from a third party lawfully in possession of such information and lawfully empowered to disclose such information and provided the receiving party abides by all restrictions imposed by such third party; or was rightfully in the possession of the receiving party prior to its disclosure by the disclosing party without restriction; or was independently developed by employees or consultants of the receiving party who did not have access to such Proprietary Information; or was required to be disclosed by law; (d) Executive’s right , provided that the receiving party gave the disclosing party notice of any required disclosure, and the opportunity to participate in an investigation conducted by any government agency; (e) the independent right limit such disclosure as permitted under applicable law and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)regulation. Limited Liability NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, 7(i)NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August NEGLIGENCE, 2008. Executive understandsSTRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfUNLESS SUCH DAMAGES ARE AWARDED UNDER A CLAIM FOR WHICH SUCH PARTY HAS AGREED TO INDEMNIFY THE OTHER.

Covenant Not to Xxx. Executive understands Member will not, and agrees thatwill cause its Affiliates to not, to the fullest extent permitted by lawxxx, Executive is precluded from filing assert any claim against, or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, otherwise participate in any federalallegation, state action, or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the proceeding against Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylawsSubsidiaries, or otherwise any of their customers, importers, manufacturers, resellers or distributors (collectively, “Company Entities”), or cause, support, allow, or authorize any Person to do any of the foregoing, to the extent claiming that: (a) the manufacture, use, sale, offer for sale, or importation of any Marine Terminal Software by or on behalf of Company and/or any of its Subsidiaries, or the use or authorized resale by any Company Entity of any Marine Terminal Software sold, licensed or made available to such Company Entity by Company and/or any of its Subsidiaries, infringes any ‘848 Application Patent; (b) the manufacture, use, sale, offer for sale, or importation by or on behalf of Company and/or any of its Subsidiaries of a Covered Application on a stand alone basis (or the use or authorized resale by any Company Entity of a Covered Application on a stand alone basis) directly infringes any Member Patent; or (c) the manufacture, use, sale, offer for sale, or importation by or on behalf of Company and/or any of its Subsidiaries of a Covered Application as a component of a Marine Telematics Solution (or the use or authorized resale by any Company Entity of a Covered Application as a component of a Marine Telematics Solution) directly or contributorily infringes any Member Patent or induces the infringement of any Member Patent provided that such Marine Telematics Solution excluding the Covered Application does not infringe or has a substantial non-infringing use under such Member Patent. The covenant not to xxx in this clause (c) will apply to hardware and software not provided by law; (d) Executive’s right Member and/or any of its Affiliates only to participate the extent that such hardware and software on a stand alone basis would have substantial non-infringing use under such Member Patent. For purposes of this Section 5.18, “Marine Telematics Solutions” also includes hardware and/or software provided by Company Entities. The covenant not to xxx in an investigation conducted this Section 5.18 will not apply to hardware and software provided by any government agency; Person other than Member and/or any of its Affiliates to the extent that such hardware and software (ey) the independent right and responsibility of the Equal Employment Opportunity Commission directly infringes any Member Patent or (the “EEOC”z) to enforce the law; (f) Executive’s right to seek on a determination of the validity of whether his/her waiver of his/her rights stand alone basis would not have any substantial non-infringing use under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfapplicable Member Patent.

Covenant Not to Xxx. Executive understands agrees and agrees thatcovenants not to file, to the fullest extent permitted by lawinitiate, Executive is precluded from filing join, or pursuing accept any legal claim relief in any lawsuit (either individually, with others, or as part of any kind against any of the Company Releasees at any time in the futurea class), in any federalforum, state pleading, raising, or municipal court, administrative agency asserting any Claim(s) barred or other tribunal, arising out released by Section 2 of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees and acknowledges that, in the event that Executive breaches any obligation under 00000000.0.XXX this Section 2, then (i) the payments and benefits described in Section 1(c) of this Agreement, to the extent not then paid or provided, shall be immediately forfeited and (ii) Executive will be obligated to file repay the Company any amounts paid or pursue any such legal claimsprovided under Section 1(c) above and to reimburse the applicable Releasees for their reasonable costs and attorney’s fees incurred in defending against those Claims that are found to be barred by this Agreement. Excluded Notwithstanding the foregoing, nothing in this Section 2(c) or this Agreement shall preclude Executive from challenging the validity of the release in this release Section 2 under the requirements of the Age Discrimination in Employment Act (“ADEA”), and covenant not to xxx is any right or claim that canExecutive shall not be waived by law, including, but not limited to, (a) any rights or claims responsible for reimbursing the attorney’s fees and costs of the Executive that arise after this Agreement becomes effective; (b) Releasees, or repaying any vested rights amounts or benefits paid under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the CompanySection 1(c), any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with such a challenge to the validity of the release, nor shall any payments or benefits under Section 1(c) be forfeited in connection with such a challenge. However, Executive acknowledges that the release contained in this Agreement applies to all Claims Executive has under the ADEA, and that, unless the release is held to be invalid, all of Executive’s service as Claims under the ADEA shall be extinguished by execution of this Agreement. Executive further agrees that nothing in this Section 2 or this Agreement shall preclude or prevent Executive from filing a director, officer, employee charge with the U.S. Equal Employment Opportunity Commission or agent of the Company similar state or local agency. Executive agrees that he will not seek or accept any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted relief obtained on his behalf by any government agency; (e) the independent right , private party, class, or otherwise with respect to any Claims released in this Agreement. Executive warrants and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce represents that Executive has not filed any Claim released in this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g)that Executive is not aware of any wrongdoing or violation of any law, 7(i)statute, 12 and 13 regulation, or policy by any of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfReleasees.

Covenant Not to Xxx. Executive understands By signing this Agreement and agrees thatRelease and by acceptance of the compensation and benefits provided for herein Employee hereby WAIVES, RELEASES AND COVENANTS NOT TO XXX the Company with respect to any matter relating to or arising out of Employee's employment, compensation and benefits with the Company and/or the termination thereof, and Employee agree that neither he nor any person organization or entity acting on his behalf will (i) file, participate, (to the fullest extent permitted not otherwise compelled by law) or join in, Executive is precluded from filing encourage, assist, facilitate or pursuing any legal claim permit the bringing or maintenance of any kind claim or cause of action against any of the Company Releasees at any time Company, whether in the future, in any form of a federal, state or municipal court, court lawsuit or administrative agency action or otherwise, on the basis of any claim arising our of or relating to Employee's employment, compensation, and benefits with the Company and/or the termination thereof of; (ii) seek reinstatement, reemployment or any other tribunalrelief from the Company, however that relief might be called, whether back pay, compensatory damages, punitive damages, claims for pain and suffering, claims for attorneys' fees, reimbursement of expenses or otherwise, on the basis of any such claim, except for claims for a breach of this Agreement and Release. In the event that Employee commences or participates in any action, claim, charge or complaint which is violative of this provision, Employee shall not be entitled to recover any relief or damages (including legal fees) and shall, in addition to any other relief available to Company hereunder, be liable to Company for the re-payment of all sums paid by Company to Employee under this Agreement, as well as for all legal fees and costs incurred by Company in connection with its defense of such action, claim, charge or complaint. Employee confirms that no claims, charge, complaint, or action presently exists in any forum or form. Notwithstanding the foregoing, this release does not preclude: (i) any claims or litigation arising out of any context other than Employee's employment with Company; (ii) Employee's right to indemnification and defense of, and from, claims arising out of any authorized activities undertaken by Employee in the claims that Executive has released normal scope of Employee's employment with Company; and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (aiii) any rights claims relating to workers compensation statutory, disability or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained disability income benefits which Employee is, by the Company law or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Companycontract, any rights otherwise entitled to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfreceive.

Covenant Not to Xxx. Executive understands and Employee agrees that, not to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim institute a Claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this AgreementReleasees. Executive agrees not to file or pursue any such legal claims. Excluded from this release and This covenant not to xxx is includes any right and all Claims that Employee, or claim anyone on Employee’s behalf ever has or now has against any and all of the Releasees, or which Employee, or any of Employee’s heirs, executors, administrators or assigns, hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter, thing, occurrence, or event whatsoever from the date of Employee’s birth to the date that canEmployee has signed this Release. Employee acknowledges and agrees that this covenant not be waived by law, to xxx covers Claims including, but not limited to, (ai) any and all Claims based on any law, statute, or constitution or based on contract or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as the civil rights laws of any state or jurisdiction, or Title VII, as amended, the ADA, or the Civil Rights Act of 1991, the FMLA, and the Fair Labor Standards Act; (ii) any and all Claims under any grievance or complaint procedure of any kind or for reinstatement; (iii) any and all Claims that this Release or any provision hereof should be avoided or set aside; and (iv) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the termination of his employment with, his performance of any service in any capacity for, or any business transaction with, each or any of the Releasees, including but not limited to the Employment Agreement. Employee understands and acknowledges that the covenant not to xxx contained in this Section 3 is distinct and different from the general waiver and release of claims contained in Section 2 of this Release. In this Section 3, Employee is agreeing not to assert a Claim against the Bank, while in Section 2 Employee is giving up rights or claims Employee has or may have through the date Employee signs this Release. If Employee violates this covenant not to xxx by filing a Claim against the Bank, Employee hereby agrees to pay all the Bank’s costs and expenses of the Executive that arise after this Agreement becomes effective; (b) defending against any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive such Claim, including attorneys’ fees, and the Companyall further costs and fees, any rights to and claims for indemnification or as an insured under any directorsincluding attorneys’ and officers’ liability insurance policy fees, incurred in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfcollection.

Covenant Not to Xxx. Executive understands 5.1.1 If and agrees thatonly if the Closing occurs and the Xxxxxxxxx Documents bearing original signatures and notary acknowledgments for Xxxx X. Xxxxxxxxx, are delivered to Lender, then, at such time, Lender, for itself and for Buyer and their respective successors and assigns, shall be deemed to have covenanted and agreed, except as expressly set forth herein, not to bring, file, commence or maintain any action, suit, claim or cause of action against Borrower and/or Guarantors with respect to any obligation under the fullest extent permitted by lawLoan Documents including any deficiency (with the exception of mandatory counter or cross-claims); provided, Executive is precluded from filing however, that the foregoing covenant and agreement shall in no event extend to (x) the continuing liabilities and obligations of Borrower and Guarantors relating to, arising out of, or pursuing any legal claim in connection with the breach of any kind against representation, warranty, indemnity, covenant or agreement set forth in this Agreement or any of the Company Releasees documents or instruments delivered at Closing, (y) any time Borrower indemnities in favor of Lender under any Loan Document for matters arising before the futureClosing, or (z) the obligations of Guarantor under that certain Environmental Indemnity Agreement dated as of June 28, 2007 executed by Guarantor in favor of Lender's predecessor in interest, except to the extent solely relating to acts or omissions that first occur after Closing.; and, provided further, that the foregoing covenant and agreement in this Section 5.1.1 shall be void from its inception, if: (a) Borrower and/or Guarantor shall take any federalact or make any claim of rescission of this Agreement or make any other claim which is inconsistent with this Agreement; or (b) a court of competent jurisdiction determines that (or any claim is made by Borrower, state Guarantor or municipal courtany third party, administrative agency other than Lender or other tribunalBuyer in bankruptcy, arising out that) the transfer of the Property to Buyer or the receipt of any funds by any party hereunder constitutes a preference or a fraudulent conveyance, or otherwise sets aside or holds ineffective such transfer of the Property or such funds; or (c) Borrower and/or any Guarantor file for protection under the U.S. Bankruptcy Code within twelve (12) months after Closing; or (d) Lender has not received the Xxxxxxxxx Documents bearing original signatures and notary acknowledgments for Xxxx X. Xxxxxxxxx, are delivered to Lender in accordance with the Lender Escrow Instructions on or before October 15, 2010. The foregoing covenant and agreement shall not defeat, limit or otherwise affect any right of Lender to commence or complete foreclosure proceedings under the Deed of Trust or any of the claims that Executive has released other Loan Documents. 5.1.2 Borrower and waived by virtue of executing this Agreement. Executive agrees not Guarantors acknowledge and agree that, subject to file or pursue any such legal claims. Excluded from this release and the covenant not to xxx is any right or claim that cannot be waived by lawset forth above, including, but not limited to, (a) any rights or claims although Borrower will convey the Property to Buyer subject to the lien of the Executive that arise after this Agreement becomes effective; (b) any vested rights Deed of Trust, Borrower's obligations under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive Note and the Companyother Loan Documents remain in full force and effect, any rights to enable Lender to foreclose the Deed of Trust if Lender elects to do so in Lender's sole and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfabsolute discretion.

Covenant Not to Xxx. Executive understands (a) Subject to Section 13(b), (i) each of Diodem, Cozean and Xxxxx Research hereby agrees, and Diodem agrees thatto cause Xxxxx Xxxxx to agree, other than with respect to the Existing Litigation and disputes arising out this Agreement, the Ancillary Agreements, and the Diodem Shares, to the fullest extent permitted by lawrefrain from, Executive is precluded from filing directly or pursuing indirectly, asserting any legal claim or demand, or commencing, instituting or causing to be commenced, any action, suit or proceeding of any kind against any of the Company Releasees at any time in the futureBiolase or its Affiliates, based upon, on account of, or arising out of, or relating in any federalway to, state the operations or municipal courtbusiness of Biolase or Xxxxx Research as conducted prior to the Effective Date; and (ii) each of Biolase and BL Acquisition hereby agrees, administrative agency or and agrees to cause its respective Released Parties to agree, other tribunal, than with respect to the Existing Litigation and disputes arising out this Agreement, the Ancillary Agreements, and the Diodem Shares, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any action, suit or proceeding of any kind against Diodem or its Affiliates, based upon, on account of, or arising out of, or relating in any way to, the operations or business of Diodem, Cozean or Xxxxx Research as conducted prior to the claims Effective Date. Without limiting the foregoing, Diodem acknowledges and agrees that Executive has released the business and waived by virtue operations of executing this Agreement. Executive agrees not Biolase conducted prior to file or pursue any such legal claims. Excluded from this release and covenant not the Effective Date shall be deemed to xxx is any right or claim that cannot be waived by law, includinginclude, but not be limited to, (a) any rights or claims the fields of the Executive that arise after this Agreement becomes effective; orthopedics, ophthalmology, neurology, plastic and cosmetic surgery, dermatology and dentistry and low level laser therapy. (b) Notwithstanding the foregoing, Section 13(a) shall not apply to the assertion by Cozean of non-Diodem Patents or Diodem Patents in any vested field other than dental application to the extent that she serves as (i) CEO and Chairwoman for SurgiLight, Inc. which holds patents in the field of presbyopia treatment and a license to certain Premier patents in ophthalmology; (ii) a consultant to PLS Liquidating and Premier Laser Systems which holds patent rights under any tax-qualified and/or retirement plan(sfor laser technology in the field of surgery excluding ophthalmology, dentistry, and orthopedics, and patent rights for a diode based system for medical applications including teeth whitening and composite curing; (iii) maintained by the Company or its affiliatesmanaging director for Nocari which holds patent rights for carries prevention; (iv) managing director for ProClosure which holds patent rights for laser tissue melding; and (v) managing director for EnOVision which holds patent rights for lasers in orthopedics and laser thermalkeratoplasty. In addition, Section 13(a) shall not apply with respect to low level laser therapy. (c) any rights under any indemnification agreement(sNotwithstanding the foregoing, Section 13(a) between the Executive and the Companyshall not apply to Xxxxx & Luner, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfLLP.

Covenant Not to Xxx. Executive understands and agrees that, to (a) To the fullest extent permitted by law, Executive is precluded from filing except as set forth in Sections 2(b) and (c) below, at no time subsequent to the date this Release becomes effective shall Employee pursue or pursuing prosecute (or cause or knowingly permit the pursuit or prosecution of) any legal claim of released under this Release (a “Released Claim”) in (1) any kind against any of the Company Releasees at any time in the futurestate, in any federal, state federal or municipal foreign court, (2) any local, state, federal or foreign administrative agency agency, or (3) any other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; . (b) any vested rights under any tax-qualified and/or retirement plan(sSection 2(a) maintained by the Company shall not prohibit Employee from filing a charge or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection complaint with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; or Department of Fair Employment and Housing (fDFEH) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate participating in an investigation or proceeding conducted by the EEOC or DFEH. However, Employee understands and agrees that while Employee may participate in such an investigation or proceeding, Employee is waiving his right to recover in any other federalsuch action Employee might commence or that may be commenced on Employee’s behalf before the EEOC or DFEH. (c) Section 2(a) shall not prohibit Employee from challenging whether any Released Claim covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990 was effectively released in accordance with the requirements of such laws. However, state or local court or agencyEmployee understands and agrees that while Employee may challenge the validity of such release, it does bar any claim he/she might have unless such release is found to receive monetary damages should any agency pursue any claims on Executive’s behalfbe invalid, Employee is waiving her right to recover with respect to all Released Claims (including those covered by the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990) under this Release. (d) If Employee breaches the provisions of Section 2(a), Employee will pay for all costs incurred by the Released Parties, including reasonable attorneys’ fees, in defending against such claim.

Covenant Not to Xxx. Executive understands Except as set forth below in this Section 4.1, Licensor, on behalf of itself and agrees thatits heirs, executors, successors, assigns, agents and all other persons and entities (other than Crucible) associated with it, covenants that it will not at any time, whether now or in the future, xxx, file, assist, or participate in, or cause, assert, or induce any other person or entity to the fullest extent permitted by lawxxx, Executive is precluded from filing file, assist, or pursuing participate in any legal claim of any kind or allegation against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out following for infringement of Intellectual Property Rights of any of the claims that Executive has released LMT Technology within the VPC Fields: (i) Licensee; or (ii) Licensee’s past, present and waived future owners, shareholders, parents, subsidiaries, successors, assigns, divisions, units, officers, directors, employees, agents, attorneys, or representatives, or (iii) Licensee or such parties’ respective past, present and future direct and indirect vendors, suppliers, manufacturers, distributors, customers, or end users (collectively, “Licensee-Related Entities”) in connection with any act by virtue a Licensee-Related Entity at the direction of executing this Agreementor on behalf of Licensee or related to or in connection with any Licensee-branded or Licensee-licensed product. Executive agrees not to file or pursue any such legal claims. Excluded from this release and This covenant not to xxx does not inure to the benefit of any third parties for their conduct that is any right or claim that canunrelated to Licensee. Licensor shall not be waived by law, including, but not limited to, in breach of this subsection (a) if Licensor participates as a party in any rights or claims litigation proceedings where any of the Executive Intellectual Property Rights included in the LMT Technology are asserted by another party against Licensee, provided that arise after this Agreement becomes effective; a court of competent jurisdiction shall have ruled that Licensor’s participation as a party is necessary to such proceedings and shall have ordered Licensor to participate as a party, (b) to the extent that Licensor brings a suit or proceeding to enforce this Agreement, the Settlement Agreement, the Confidentiality Agreement or any vested rights under any tax-qualified and/or retirement plan(s) maintained by other agreement between the Company Parties or its affiliates; (c) to the extent that Licensor brings a suit or proceeding to enforce Licensor’s rights with respect to (x) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent Intellectual Property Rights outside of the Company VPC Fields or (y) any of its subsidiaries or affiliates, under their respective certificates the items described in the definition of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) Intellectual Property which came into existence after the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfEffective Date.

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) Each Holder (other than any rights Non-Participating Holder (as defined below)) hereby covenants and agrees that it shall not assert in any notice of default or claims legal proceeding (or direct the Trustee under the applicable Senior Notes Indenture to do so) that acts or omissions of any one or more of CEC, CEOC, Caesars Acquisition Company, the Executive that arise after this Agreement becomes effective; Sponsors or their officers, directors or Affiliates (together, “Caesar Entities”) occurring prior to the date hereof constitute (i) a default under or breach of any covenant in the indentures governing the 2016 Notes and 2017 Notes (collectively, the “Senior Note Indentures”) or (b) a breach of any vested rights other obligation or violation of any law or duty owed under applicable law by or between any tax-qualified and/or retirement plan(s) maintained by the Company or Caesar Entity to such Holder solely in its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service capacity as a directorholder of Notes, officer, employee or agent provided that the obligations of the Company or such Holder under this Section 5.2(a) (i) shall not apply to any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; action taken (dx) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement or (y) to seek contribution from CEC and/or CEOC in accordance with Section 9.1, (ii) shall not apply to any act or omission except to the extent disclosed or otherwise made known to such Holder prior to the date hereof, (iii) shall terminate automatically upon the commencement of any litigation or proceeding by any Caesar Entity in which it is averred or alleged that any Holder breached or violated any obligation or duty to any Caesar Entity or any shareholder or creditor thereof and (hiv) Executiveshall be personal to such Holder and not bind or restrict in any manner the rights of any assignee of the Notes under the Senior Notes Indentures or applicable law. (b) Each of CEC and CEOC, on behalf of each Caesar Entity, hereby covenants and agrees that it shall not assert in any legal proceeding that acts or omissions of any one or more Holders (other than any Non-Participating Holder) or their Affiliates and each officer, director, employee, advisor, partner, member, controlling entity and agent of the Holders or their Affiliates (collectively, the “Holder Entities”) occurring prior to the date hereof constitute (a) a default under or breach of any covenant in the Senior Note Indentures or (b) a breach of any other obligation or violation of any law or duty owed under applicable law by or between any Holder in its capacity as a holder of Notes to any Caesar Entity, provided that the obligations of CEC and Company under this Section 5.2(b) (i) shall not apply to any action taken to enforce this Agreement, (ii) shall not apply to any act or omission except to the extent publicly disclosed or otherwise made known to a Caesar’s right Entity prior to receive payments the date hereof and benefits under Sections 7(g), 7(i), 12 and 13 (iii) shall terminate automatically upon the commencement of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation any litigation or proceeding conducted by the EEOC in which it is averred or alleged that any Caesar Entity breached or violated any obligation or duty to any Holder Entity or any other federal, state shareholder or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfcreditor thereof.

Covenant Not to Xxx. Executive understands 4.1 Subject to Section 4.3 and in addition to the covenants set forth in Section 3.3(g) hereof, during the Effective Period, Karpus covenants and agrees thatthat it will not, directly or indirectly, including by or through any nominee for trustee that has prior to the fullest extent permitted date hereof been submitted for approval by lawthe shareholders of MSP and/or MCN, Executive is precluded from filing whether or pursuing not such nominee has been elected to one or both Boards, initiate or cause to be initiated (or encourage or aid in the initiation of) against a Fund, Madison or their respective Affiliates, or their respective past, present or future directors, trustees, members, officers or employees, directly or indirectly, any legal claim suit, action, or proceeding of any kind against any of the Company Releasees at any time in the futurekind, in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylaws, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation any such action, individually, derivatively, as a representative or proceeding conducted by the EEOC member of a class or otherwise, under any other contract (express or implied), fiduciary duty, common law or equitable doctrine, law, statute, or regulation, federal, state or local court that Karpus has, claims to have had or agencyotherwise may have in connection with, it does bar in any claim he/she might way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. Karpus further releases and discharges the Funds, Madison and their respective Affiliates and their respective past, present and future directors, trustees, members, officers and employees from and waives any and all claims (including, without limitation, any duty to investigate, defend or indemnify), causes of action, obligations, duties, debts, penalties, attorneys’ fees, costs, damages, injuries or liabilities of any nature whatsoever, whether based on contract, tort, statute or other legal or equitable theory of recovery, whether now known or unknown, whether foreseen or unforeseen, whether past, present or future, which Karpus has, claims to have had or otherwise may have in connection with, in any way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. The covenants herein will be a complete defense to receive monetary damages should any agency pursue suit, action or proceeding brought in violation of this Section 4.1. Nothing herein limits the right of Karpus to bring an action to enforce this Agreement or based on an alleged material breach of this Agreement. 4.2 Subject to Section 4.3, during the Effective Period, the Funds and Madison, jointly and severally, covenant and agree that they will not, and will cause their Affiliates not to, directly or indirectly, initiate or cause to be initiated (or encourage or aid in the initiation of) against Karpus or its Affiliates or their respective past, present or future partners, principals, directors, members, officers or employees, directly or indirectly, any suit, action, or proceeding of any kind, or participate in any such action, individually, derivatively, as a representative or member of a class or otherwise, under any contract (express or implied), fiduciary duty, common law or equitable doctrine, law, statute, or regulation, federal, state or local that a Fund or Madison has, claims to have had or otherwise may have in connection with, in any way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. The Funds and Madison, jointly and severally, further release and discharge Karpus and its past, present and future partners, principals, directors, members, officers and employees from and waive any and all claims (including, without limitation, any duty to investigate, defend or indemnify), causes of action, obligations, duties, debts, penalties, attorneys’ fees, costs, damages, injuries or liabilities of any nature whatsoever, whether based on Executive’s behalfcontract, tort, statute or other legal or equitable theory of recovery, whether now known or unknown, whether foreseen or unforeseen, whether past, present or future, which a Fund and/or Madison has, claims to have had or otherwise may have in connection with, in any way relating to, arising out of, directly or indirectly from or in consequence of any transactions contemplated hereunder. The covenants herein will be a complete defense to any suit, action or proceeding brought in violation of this Section 4.2. Nothing herein limits the right of a Fund or Madison to bring an action to enforce this Agreement or based on an alleged material breach of this Agreement. 4.3 In the event of a material breach of this Agreement, the covenants set forth in Sections 4.1 and 4.2, as applicable, will not be binding on the aggrieved Party.

Covenant Not to Xxx. Executive understands Sileck represents and warrants that: (i) he has not discussed with, participated in or assisted any other person in filing any complaints, charges, lawsuits or other legal, quasi-legal or administrative actions with any court, entity, associations or agency relating to any claims related to WWE or any of the Releasees; and (ii) he has not filed any complaints, charges, lawsuits, or other legal actions with any court, entity, association or agency relating to any potential claims or other claims being released by him in this Agreement, and agrees that, with the sole exception of his right to bring a proceeding pursuant to the Older Workers Benefit Protection Act to challenge the validity of this Agreement pursuant to the Age Discrimination in Employment Act, not inconsistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, Executive is precluded from filing he will not file any complaints, charges, lawsuits, or pursuing other legal actions in any legal claim of any kind against any of the Company Releasees forum whatsoever at any time in the future, in hereafter derived from such released potential claims or any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release Sileck further represents and covenant warrants that he has not heretofore assigned or transferred to xxx is any right or claim that canperson not be waived by law, including, but not limited to, (a) any rights or claims of the Executive that arise after a party to this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company released matter or any of its subsidiaries part or affiliates, under their respective certificates of incorporation and bylaws, portion thereof. Nothing in this Section shall prevent Sileck (or otherwise as provided by law; his attorneys) from (di) Executive’s right to participate in commencing an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right action or proceeding to enforce this Agreement and or (hii) Executiveexercising Sileck’s right under the Older Workers Benefit Protection Act of 1990 to receive payments challenge the validity of his waiver of ADEA claims set forth in Section 3 of this Agreement. Furthermore, to the fullest extent consistent with EEOC Enforcement Guidance On Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and benefits under Sections 7(g)other applicable law, 7(i)Sileck shall not assist or otherwise participate willingly or voluntarily in any claim, 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August arbitration, 2008. Executive understandssuit, howeveraction, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or other proceeding conducted by the EEOC of any kind involving WWE or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfof the Releasees.

Covenant Not to Xxx. Executive understands and agrees that, to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, The following provisions shall be included in any federal, state or municipal court, administrative agency or other tribunal, arising out of any of the claims that Executive has released and waived by virtue of agreement entered into pursuant to this MOU: A. By executing this Agreement. Executive MOU, the Authority, for itself, its directors, officers, agents, affiliates, predecessors, successors and assigns, and anyone acting on its behalf covenants and agrees not to file xxx CP or pursue its respective directors, officers, stockholders, divisions, agents, affiliates, subsidiaries, predecessors, successors and assigns, grantors or anyone acting on its behalf or their behalf with respect to any such legal claims. Excluded from this release Claims (including without limitation all Claims arising under any Environmental Law), existing and covenant not to xxx is any right contingent, known and unknown, that the Authority had, has or claim that cannot be waived by may have, whether arising at common law, including, but not limited to, (a) any rights or claims of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylawsequity, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek under a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court statute, rule or agencyregulation, it does bar arising out of, resulting from, or relating to the condition of the Track Easement Area. The foregoing shall apply to any claim he/she might have condition of the Track Easement Area, known or unknown, contemplated or uncontemplated, suspected or unsuspected, including without limitation the presence of any Hazardous Substance on the property, whether such Hazardous Substance is located on or under the Track Easement Area, or has migrated from or to receive monetary damages should the Track Easement Area, regardless of whether the foregoing condition of the Track Easement Area was caused in whole or in part by CP’s actions or inactions. This Article 8A shall survive the termination of any agency pursue agreement entered into pursuant to this MOU. B. As used in this MOU, “Claims” means any claims on Executive’s behalfand all liabilities, suits, claims, counterclaims, causes of action, demands, penalties, debts, obligations, promises, acts, fines, judgments, damages, consequential damages, losses, costs, and expenses of every kind (including without limitation any attorneys’ fees, consultants’ fees, costs, remedial action costs, cleanup costs and expenses which may be related to any claims); “Environmental Law” means the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Water Act, 33 U.S.C. § 1321 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., all as amended from time to time, and any other federal, state, local or other governmental statute, regulation, rule, law or ordinance dealing with the protection of human health, safety, natural resources or the environment now existing and hereafter enacted; and “Hazardous Substance” means any pollutant, contaminant, hazardous substance or waste, solid waste, petroleum product, distillate, or fraction, radioactive material, chemical known to cause cancer or reproductive toxicity, polychlorinated biphenyl or any other chemical, substance or material listed or identified in or regulated by any Environmental Law.

Covenant Not to Xxx. Executive understands 12.1 Named Plaintiffs, on behalf of themselves and agrees thatall Class Members, (a) covenant and agree that neither Named Plaintiffs nor any Class Member, nor anyone authorized to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim of any kind against any of the Company Releasees at any time in the future, in any federal, state or municipal court, administrative agency or other tribunal, arising out act on behalf of any of the Named Plaintiffs or any Class Member, will commence, authorize, or accept any benefit from any judicial or administrative action or proceeding, other than as expressly provided for in this Agreement, against the Released Parties, or any of them, in either their personal or corporate capacity, or against third parties such as retailers, dealers, distributors, or restaurant supply stores that sell or market Vita-Mix blenders, or against retail establishments that serve food or drink prepared with Vita-Mix blenders, with respect to any claim, matter, or issue that in any way arises from, is based on, or relates to any alleged loss, harm, or damages allegedly caused by the Released Parties, or any of them, in connection with the Released Claims, the top seal incorporated into Vita-Mix household and commercial blenders beginning in January 2007 or Defendants’ response to or efforts to address complaints about or claimed defects in the top seals at issue, or claims that Executive has released and waived by virtue of executing this Agreement. Executive agrees not relate to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by law, including, but not limited to, (a) any rights or claims the allegations of the Executive that arise after this Agreement becomes effectiveLawsuit; (b) waive and disclaim any vested rights under right to any tax-qualified and/or retirement plan(s) maintained form of recovery, compensation, or other remedy in any such action or proceeding brought by the Company or its affiliateson behalf of any of them; and (c) agree that this Agreement shall be a complete bar to any rights under such action. 12.2 Plaintiffs are hereby permanently barred and enjoined from seeking to use the class action procedural device (or any indemnification agreement(sanalogue of or counterpart to it) between in any future lawsuit against the Executive Released Parties, where the lawsuit asserts claims that were or could have been brought in the Lawsuit before entry of the Final Approval Order and are not otherwise released and discharged by this Agreement. 12.3 If any of the CompanyNamed Plaintiffs or any of the Class Members violates this Section, whether by filing any rights claim, lawsuit, arbitration, petition, administrative action, or other proceeding, Defendants are entitled to payment of their attorneys’ fees, costs, and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy expenses, including expert fees in connection with the Executive’s service as a directorresponding to or defending such claim, officerlawsuit, employee or agent of the Company or any of its subsidiaries or affiliatesarbitration, under their respective certificates of incorporation and bylawspetition, administrative action, or otherwise as provided by law; (d) Executive’s right to participate in an investigation conducted by any government agency; (e) the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfproceeding.

Covenant Not to Xxx. Executive understands and (i) Each of the parties, except Emex, agrees that, beginning on the date hereof and continuing until the earlier of (x) the satisfaction in full in cash in accordance with this Agreement of the Universal Obligations and (y) the date that is three (3) years from the date hereof (as may be extended pursuant to Section 1(a)(iii) hereof, the "Standstill Period"), it shall not commence, maintain, prosecute or participate in any action, charge, complaint, proceeding, litigation or foreclosure (it being understood that any sale of shares of Common Stock or the exercise of voting or other consensual rights with respect to the fullest extent permitted by law, Executive is precluded from filing or pursuing any legal claim shares of Common Stock in accordance with the terms of this Agreement shall not be deemed a foreclosure) of any kind (on its own behalf and/or on behalf of any other person and/or on behalf of or as a member of any alleged class of persons, including as a shareholder of Emex) in any court, or before any administrative or investigative body or agency (whether public, quasi-public or private), against any of the Company Releasees at other parties, except Emex, to this Agreement that in any time way relates to the matters covered by this Agreement, including, without limitation, the DHP Debt, the Equistar Debt, the Pledge, the Sixth Avenue Debt, the Universal Obligations, the Universal Note, the Thorn Tree Debt and the November Agreements. (ii) Each of the parties hereto agrees that in the futureevent of any future action, in charge, complaint, proceeding, litigation or foreclosure of any federal, state or municipal court, administrative agency or other tribunal, arising out of kind by and between any of the claims that Executive parties hereto, each waives any claim or defense it ever had, now has released and waived by virtue or hereafter can, shall or may have, based solely on the passage of executing this Agreement. Executive agrees not to file or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by lawtime during the Standstill Period, including, but not limited towithout limitation, any defense based on a statute of limitations or laches. (aiii) any rights or claims If less than 50% of the Executive that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Company, any rights to and claims for indemnification or Universal Obligations remain outstanding as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a director, officer, employee or agent of the Company or any of its subsidiaries or affiliatesdate that is three (3) years from the date hereof, under their respective certificates of incorporation the Standstill Period shall be extended and bylawscontinue for one (1) additional year, or otherwise as provided by law; until the date that is four (d4) Executive’s right to participate in an investigation conducted by any government agency; (e) years from the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits under Sections 7(g), 7(i), 12 and 13 of his/her Amended and Restated Employment Agreement dated as of August , 2008. Executive understands, however, that, while this Agreement does not affect his/her right to file a charge or participate in an investigation or proceeding conducted by the EEOC or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfdate hereof.

Covenant Not to Xxx. The Executive understands acknowledges and agrees thatthat he has not filed and will not file (or join, to the fullest extent permitted by law, Executive is precluded from filing or pursuing accept any legal claim of any kind relief in) a lawsuit against any of the Company Releasees at pleading or asserting any time Claims released in the futureabove general release. If the Executive breaches this promise, and the action is found to be barred in whole or in part by this Separation Agreement, the Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Releasee in defending against those Claims that are found to be barred by this Separation Agreement, and (i) Edge’s obligation to provide the Severance Benefits shall immediately cease and (ii) Executive shall promptly repay any federal, state or municipal court, administrative agency or other tribunal, arising out of any portion of the claims Severance Benefits previously paid or provided; provided, however, that in all cases, this Separation Agreement shall continue to be fully effective and enforceable. Notwithstanding the foregoing, nothing in this Section or this Separation Agreement precludes the Executive from challenging the validity of the release above under the requirements of the ADEA, and the Executive shall not be responsible for reimbursing the attorneys’ fees and costs of the Releasees in connection with such a challenge to the validity of the release, nor shall the Severance Benefits cease or be repayable in the event of such a challenge. However, the Executive acknowledges that the release contained in this Separation Agreement applies to all Claims the Executive has released under the ADEA, and waived that, unless the release is held to be invalid, all of the Executive’s Claims under the ADEA shall be extinguished by virtue his signing of executing this Separation Agreement. In addition, nothing in this Separation Agreement shall preclude or prevent the Executive agrees not from filing a charge with, participating in an investigation by or proceeding before, communicating with, or providing truthful information to file any governmental agency, entity or pursue any such legal claims. Excluded from this release and covenant not to xxx is any right or claim that cannot be waived by lawself-regulatory organization, including, but not limited toto the United States Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General or other government agency (a) any rights or claims of individually, a “Governmental Agency,” and collectively, the “Governmental Agencies”), but the Executive acknowledges and agrees that arise after this Agreement becomes effective; (b) any vested rights under any tax-qualified and/or retirement plan(s) maintained by the Company or its affiliates; (c) any rights under any indemnification agreement(s) between the Executive and the Companyshall not seek or accept any relief obtained on his behalf in any proceeding by any Governmental Agency, any rights to and claims for indemnification or as an insured under any directors’ and officers’ liability insurance policy in connection with the Executive’s service as a directorprivate party, officer, employee or agent of the Company or any of its subsidiaries or affiliates, under their respective certificates of incorporation and bylawsclass, or otherwise as provided with respect to any Claims covered by law; this general release (d) Executive’s right to participate in an investigation conducted by any government agency; (e) except that this Separation Agreement does not limit the independent right and responsibility of the Equal Employment Opportunity Commission (the “EEOC”) to enforce the law; (f) Executive’s right to seek a determination of the validity of whether his/her waiver of his/her rights under the ADEA was voluntary and knowing; (g) Executive’s right to enforce this Agreement and (h) Executive’s right to receive payments and benefits a bounty or reward or award for information provided to any Governmental Agency). Furthermore, if any Claim is not subject to release, to the extent permitted by applicable law, the Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Releasees is a party. Nothing in this Separation Agreement or otherwise shall prohibit the Executive from reporting possible violations of federal law or regulation to any Governmental Agency, or making other disclosures that are protected under Sections 7(g), 7(i), 12 and 13 the whistleblower provisions of his/her Amended and Restated Employment Agreement dated as of August , 2008. any applicable law or regulation (it being understood that Executive understands, however, that, while this Agreement does not affect his/her right need the prior authorization of Edge to file a charge make any such reports or participate in an investigation disclosures or proceeding conducted by the EEOC to notify Edge that Executive has made such reports or any other federal, state or local court or agency, it does bar any claim he/she might have to receive monetary damages should any agency pursue any claims on Executive’s behalfdisclosures).