Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. (a) Each of the Borrowers and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each Recognizing and in consideration of the Borrowers Lenders’ agreements set forth herein, the Borrower and Guarantors each Guarantor hereby waives and releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trusteesattorneys, agents, attorneys, successors, assigns or other representatives and employees from any and all claimsliability, demandssuit, damagesdamage, actionsclaim, cross-actions, causes of action, costs and expenses (including legal expenses), loss or expense of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies whatsoever and all similar items and claims, which may, or could be, asserted by howsoever arising that the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which or such Guarantor ever had or now has against any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before them through and including the effective date of this Amendment (i) hereof arising directly or indirectly out of or relating to any acts or omissions with respect to this Amendment, the Credit Agreement, the other Loan Documents, Documents or any other documents, matters described or instruments relating thereto and/or (ii) relating directly referred to herein or indirectly to all transactions by and between such Borrowers and/or Guarantors therein or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender related hereto or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesthereto. (b) Each The Borrower and each Guarantor further hereby agrees to indemnify and hold the Administrative Agent, the Lenders and their respective officers, attorneys, agents and employees (collectively, the “Indemnified Parties”) harmless from any loss, damage, judgment, liability or expense (including counsel fees) suffered by or rendered against the Lenders or the Administrative Agent or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documentsthem on account of anything arising out of this Amendment, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, the other Loan Documents or any other document delivered pursuant hereto or thereto up to and agrees that this Amendment and lossesincluding the date hereof; provided that, claims, damages and expenses related thereto neither the Borrower nor any Guarantor shall be covered have any obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person as finally determined by such indemnitiesa court of competent jurisdiction.

Release and Indemnity. (a) Each of the Borrowers and Guarantors does hereby releases release and forever discharges discharge the US Administrative Agent, London Agent, the Canadian Administrative Agent and Agent, each of the Lenders, each of the Issuing Lenders and each affiliate thereof and each Related Party of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, includingwhich any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall not and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held gross negligence or may now own or hold, whether known or unknown, for or because willful misconduct of any matter or thing doneIndemnitee, omitted or suffered to be done on or before (b) in the effective date case of this Amendment (i) arising directly or indirectly out Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives transfer made in accordance with Section 10.04 of the Credit Agreement and the US Administrative Agent, the Canadian Administrative Agent, and each applicable provisions of the Lender or any of their respective directorsother Loan Documents, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) respectively. Each of the Borrowers and Guarantors hereby ratifies and reaffirms its obligations under the indemnification provisions contained in the Loan Documents, as applicableDocuments to which it is a party, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnitiesindemnification obligations to the same extent as the Loan Documents.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Lender and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Second Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Second Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender WMBCF or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by any Loan Party of the Borrowers and Guarantors hereby ratifies and reaffirms proceeds of any extension of credit under this Second Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the indemnification provisions contained in foregoing or any of the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Second Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 10 shall survive the termination of the Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Third Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Third Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Agreement or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Third Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Lessee hereby releases and forever discharges the US Administrative AgentLessor, the Canadian Administrative Agent The University of Texas System, and each of the Lenders and each affiliate thereof and each of their respective employeesregents, members, officers, directorsemployees, parentsand agents from all and any actions and causes of action of every nature, subsidiariesor other harm, affiliatesincluding environmental harm, trusteesfor which recovery of damages is sought, including, but not limited to, all losses and expenses which arise out of, are incidental to, or result from, the operations of or on behalf of Lessee on the Premises, or that may arise out of or be occasioned by Lessee’s breach of any of the terms or provisions of this Lease, or by any other negligent act or omission of Lessee for which Lessee may be held strictly liable. Further, Lessee hereby agrees to be liable for, exonerate, indemnify, defend and hold harmless Lessor, The University of Texas System, and their respective regents, members, officers, employees and agents, attorneysand their successors or assigns, successors, assigns or other representatives from against any and all claims, demandsliabilities, losses, damages, actions, cross-actions, causes of actionpersonal injury (including death), costs and expenses (expenses, or other harm for which recovery of damages is sought, including attorneys’ fees and other legal expenses), of including those related to environmental hazards on the Premises or in any kind or nature whatsoever, whether based on law or equity, including, without limitation, way related to Lessee’s failure to comply with any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, environmental laws; those arising from or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which in any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered way related to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, Lessee’s operations or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and of Lessee’s activities on the US Administrative Agent, the Canadian Administrative Agent, and each Premises; those arising from Lessee’s use of the Lender surface of the Premises; and those that may arise out of or be occasioned by Lessee’s breach of any of the terms or provisions of this Lease or any other act or omission of their respective Lessee, its directors, officers, parents, subsidiaries, affiliatesemployees, agents, contractors, guests or invitees. Each assignee of this Lease, or an interest therein, agrees to be liable for, exonerate, indemnify, defend and hold harmless Lessor, The University of Texas System, and their respective regents, members, officers, employees, attorneys or other representatives. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained agents in the Loan Documentssame manner provided above in connection with the activities of such Lessee, as applicableits officers, including, without limitation, Section 9.1 of the Credit Agreementemployees, and agrees that agents as described in this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnitiesParagraph 13.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Second Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Second Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Agreement or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Second Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each Recognizing and in consideration of the Borrowers and Guarantors hereby releases and forever discharges Bank’s agreement to the US Administrative Agentamendments provided herein, the Canadian Administrative Agent Borrower hereby waives and each of releases the Lenders Bank and each affiliate thereof and each of their respective employeesits officers, officersattorneys, agents, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives and employees from any and all claimsliability, demandssuit, damagesdamage, claim, actions, cross-actionscounterclaims or offsets, causes of action, costs and expenses (including legal expenses), loss or expense of any kind or nature whatsoeverwhatsoever and howsoever arising, whether known or unknown and whether based on law facts now known or equityunknown, direct or derivative, that the Borrower, or anyone claiming in a derivative capacity from the Borrower, ever had or has as of the date of this Amendment against any of them including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) foregoing arising directly or indirectly out of or relating to the Loan Bank’s or such other Persons’ acts or omissions with respect to this Amendment, the other documents executed in connection herewith, the Agreement, the Collateral Documents, the Bond Documents or any other documents, matters described or instruments relating thereto and/or (ii) relating directly referred to herein or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativestherein. (b) Each The Borrower further hereby agrees to indemnify and hold the Bank and its officers, attorneys, agents, directors and employees harmless from any loss, damage, judgment, liability or expense (including counsel fees) suffered by or rendered against the Bank or any of them on account of anything arising out of this Amendment, the Agreement, the Collateral Documents, the Bond Documents or any other document or instrument delivered pursuant hereto or thereto up to and including the date of this Amendment; provided that, the Borrower shall not have any obligation hereunder to the Bank or such other Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by Bank or such indemnitiesother Person.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Fourth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Fourth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Agreement or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Fourth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Lender and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this First Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis First Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender WMBCF or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by any Loan Party of the Borrowers and Guarantors hereby ratifies and reaffirms proceeds of any extension of credit under this First Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the indemnification provisions contained in foregoing or any of the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this First Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 10 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Eighth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Eighth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Eighth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Eighth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors The Borrower hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders Banks and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, includingwhich any of said parties has held or may now own or hold, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (i) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between the Borrower or its representatives and the Agent, and each Bank or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which including any of said parties has held such caused by the actions or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out negligence of the Loan Documents, indemnified party (other than its gross negligence or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativeswillful misconduct). (b) Each of the Borrowers and Guarantors The Borrower hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 9.14 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each Effective as of the Borrowers Closing, Purchasers and Guarantors their respective Affiliates hereby releases and forever discharges the US Administrative Agentrelease Sellers, the Canadian Administrative Agent officers, directors and each employees of the Lenders Company (in their capacity as such and each affiliate thereof for service provided to the Company and each its Subsidiaries pursuant thereto), shareholders of the Company (in their respective employeescapacity as shareholders) and non-employee agents and representatives (collectively, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives the “Seller Release Parties”) from any and all claims, demands, damagesLiabilities, actions, cross-actionsrights of action, contracts, indebtedness, obligations, claims, causes of action, suits, damages, demands, costs expenses and expenses (including legal expenses)attorneys’ fees whatsoever, of any every kind or nature whatsoeverand nature, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for disclosed or because of undisclosed, accrued or unaccrued, existing at any matter or thing donetime, omitted or suffered to be done on or before the effective date of this Amendment (i) other than those arising directly or indirectly out of the Loan Documentsknowing or willful fraud or criminal misconduct of such Seller Release Party, or in all circumstances, arising prior to Closing, that any other documentsPurchaser, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors Foreign Subsidiary or their representatives respective Affiliates and the US Administrative Agentall such Persons’ respective successors and assigns, the Canadian Administrative Agent, and each have or may have against any of the Lender or Seller Released Parties (including, but not limited to, Environmental Liabilities); provided, that the foregoing shall not release any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesrights under the Transaction Documents which expressly survive Closing. (b) Each Effective as of the Borrowers Closing, Sellers hereby release Purchasers and Guarantors hereby ratifies their respective Affiliates, shareholders, directors, officers, employees, agents and reaffirms representatives, the indemnification provisions contained Foreign Subsidiaries and the directors of each Foreign Subsidiary (in their capacity as such and for service provided to the Loan DocumentsForeign Subsidiaries pursuant thereto) (collectively, as applicablethe “Buyer Released Parties”) from any and all Liabilities, includingactions, without limitationrights of action, Section 9.1 of the Credit Agreementcontracts, and agrees that this Amendment and lossesindebtedness, obligations, claims, damages causes of action, suits, damages, demands, costs expenses and expenses related thereto attorneys’ fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, other than those arising out of the knowing or willful fraud or criminal misconduct of such Buyer Release Party, that any Seller or its respective Affiliates and all such Persons’ respective successors and assigns, have or may have against any of the Buyer Released Parties; provided, that the foregoing shall be covered by such indemnitiesnot release any rights under the Transaction Documents which expressly survive Closing.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Sixth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Sixth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Sixth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Sixth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Lender and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Fourth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Fourth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by any Loan Party of the Borrowers proceeds of any extension of credit under this Fourth Amendment, or any acts or omissions by any Lender in connection with, or as a result of, entering into the Loan Agreement and Guarantors hereby ratifies and reaffirms all amendments thereto or making the indemnification provisions contained in loans thereunder, or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Fourth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 8 shall survive the termination of the Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each In consideration of the Borrowers agreements of the Noteholders contained herein and Guarantors for other good and valuable consideration, the receipt and sufficiency of which is hereby releases acknowledged, each of the Issuers and each Subsidiary Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the US Administrative AgentNoteholders, the Canadian Administrative Agent and each of the Lenders their successors and each affiliate thereof assigns, and each of their respective employeespresent and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successorsfinancial advisors, assigns or employees, agents and other representatives from any (each Noteholder and all claimssuch other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, damages, actions, cross-actions, causes of action, costs suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and expenses any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (including legal expenses)individually, a “Claim” and collectively, “Claims”) of any kind every name and nature, either known or nature whatsoeversuspected, whether based on both at law or and in equity, including, without limitationwhich any Issuer, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender Subsidiary Guarantor or any of their respective directorssuccessors, officersassigns, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativeslegal representatives may now own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement for or on account of, or in relation to, or in any way in connection with any of the Existing Note Purchase Agreement, any of the other Financing Documents or transactions thereunder. (b) Each of the Borrowers Issuers and the Subsidiary Guarantors understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each of the Issuers and the Subsidiary Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, Financing Documents and agrees that this Amendment Agreement and losses, claims, damages and expenses related thereto shall be covered by such indemnities. Notwithstanding the foregoing, nothing in this Section 7 shall constitute any waiver of any claims or defenses in respect of any gross negligence or willful misconduct on the part of any Releasee.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Obligors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and Secured Parties and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all known claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on in law or equity, includingwhich any of said parties has held or may now own or hold for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (i) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between the Obligors or their representatives and the Administrative Agent, the Lenders and the Secured Parties or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, claims which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesObligors. (b) Each of the Borrowers and Guarantors Obligors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and any losses, claims, damages and expenses related thereto shall be covered by such indemnities. (c) Each of the Guarantors hereby ratifies and reaffirms its obligations under the Guarantees and confirms that said Guarantees remain in full force and effect notwithstanding the execution of this Amendment.

Release and Indemnity. (a) Each The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, hereby waives, releases and discharges the Banks and the Agent, any affiliate of the Borrowers Banks and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesall directors, officers, directorsshareholders, parentsemployees and agents of the Banks or the Agent or any affiliate of the Banks or the Agent, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, actions or causes of actionaction arising out of or in any way relating to the Credit Agreement, costs this Fourth Amendment, the credit relationships between the Company, the Banks and expenses (the Agent relative thereto, and any documents, agreements, dealings or other matters connected therewith, including legal expenses)without limitation all known and unknown matters, of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, transactions or could be, asserted by things occurring prior to the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY Effective Date (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTas defined in paragraph 11 below) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any related to the subject matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by thereof and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativeshereof. (b) Each The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, hereby waives, releases and discharges the Banks and the Agent, any affiliates of the Borrowers Banks and Guarantors hereby ratifies the Agent, and reaffirms all directors, officers, shareholders, employees and agents of the indemnification provisions contained Banks or the Agent or any affiliate of the Banks or the Agent, from any and all claims, demands, actions or causes of action arising out of or in any way relating to any other credit or loan relationship between the Loan DocumentsCompany, as applicablethe Banks or the Agent, includingand any documents, agreements, dealings or other matters connected with such other credit or loan relationship, including without limitationlimitation all known and unknown matters, Section 9.1 claims transactions or things occurring prior to the Effective Date. (c) The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, agrees, jointly and severally with itself and its Subsidiaries, to indemnify and hold the Banks and the Agent, any affiliate of the Banks and the Agent and all directors, officers, shareholders, employees and agents of the Banks or the Agent or any affiliate of any Bank or the Agent harmless from and against any and all damages, losses, obligations, payments, liabilities, claims, actions or causes of action, fees or expenses (including legal fees) and other matters of every kind and character incurred, sustained or paid by the Banks or the Agent, any affiliate of the Banks or the Agent or any of such directors, officers, shareholders, employees and agents arising out of or in any way relating to the Credit Agreement, this Fourth Amendment, the administration of the credit relationships between the Company, the Banks and agrees that this Amendment the Agent, and lossesany other credit or loan relationship between the Company, claimsthe Banks or the Agent, damages and any documents, agreements, dealings or other matters connected therewith, including without limitation all known and unknown matters, claims transactions or things occurring prior to the Effective Date related to the subject matter thereof or hereof. In the event of litigation or other proceedings relating to any of the foregoing, the Banks and the Agent shall be entitled to select their own legal counsel and, in addition to the foregoing indemnity, the Company and its Subsidiaries agree to promptly pay the reasonable fees and expenses related thereto shall be covered by of such indemnitiescounsel. (d) The Company, on behalf of itself and its Subsidiaries, acknowledges that it makes this release and indemnity knowingly, voluntarily and only after considering the ramifications hereof with its legal counsel.

Release and Indemnity. (a) Each In consideration of the Borrowers covenants, agreements and Guarantors undertakings of the Parties under this Agreement, each of the Guarantor and Zhongrong Shengda, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, the “Releasors”), hereby releases releases, waives and forever discharges the US Administrative Agent, the Canadian Administrative Agent Seller and each of the Lenders its present and each affiliate thereof and each of their respective former parents, subsidiaries, affiliates, employees, officers, directors, parentsshareholders, subsidiaries, affiliates, trusteesmembers, agents, attorneysrepresentatives, successorssuccessors and assigns (collectively, assigns or other representatives the “Releasees”) of and from any and all claims, demands, damages, actions, cross-actions, causes of action, costs suits, losses, liabilities, damages, rights, obligations, costs, expenses, claims, and expenses (including legal expenses)demands, of any every kind or and nature whatsoever, whether based on law now known or equityunknown, includingforeseen or unforeseen, without limitationmatured or unmatured (collectively, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT“Claims”) which any of said parties has held the Releasors ever had, now have, or may now own or hold, whether known or unknown, for or because have against any of the Releasees by reason of any matter matter, cause, or thing donewhatsoever arising out of, omitted based upon or suffered relating to be done on or before the effective date of this Amendment (i) arising directly or indirectly out the Seller having been a shareholder of the Loan DocumentsIssuer, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions the Consortium Agreement, dated as of January 27, 2014 and supplemented on April 18, 2014, April 25, 2014, May 19, 2014 and September 1, 2014 (as supplemented, the “Consortium Agreement”), among the Guarantor, Xxxxxx Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, Orient Finance Holdings (Hong Kong) Limited, a company limited by shares incorporated and existing under the laws of Hong Kong, Shanghai Buyout Fund L.P., a limited partnership formed under the laws of the People’s Republic of China, (iii) the letter agreement dated as of October 28, 2014 by and between such Borrowers and/or Guarantors or their representatives the Guarantor and the US Administrative AgentSeller (the “Exclusivity Letter”), (iv) any Take-Private Transaction or any proposal or offer thereof or any action or non-action relating to any Take-Private Transaction or any proposal or offer thereof, including but not limited to any communication, correspondence, promises, commitments, undertakings and agreements, written or oral, by any of the Canadian Administrative AgentReleasees or between any of the Releasees and any of the Releasors, relating to or in connection with any Take-Private Transaction or any proposal or offer thereof, including but not limited to those disclosed in the SEC Documents, and/or (v) the negotiation, execution, delivery or performance of this Agreement by the Seller (except for the breach by the Seller of its representation in Section 3.5). The foregoing release may be raised as a complete bar to any Claim against any of the Releasees by any of the Releasors, and the Releasees may recover from any of the Releasors all costs incurred in connection with such Claim, including attorney’s fees. Each of the Releasees is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any proceeding with respect to the matters covered hereby. (b) To the fullest extent permitted by law, each of the Lender Guarantor and Zhongrong Shengda covenants and agrees to indemnify and hold harmless the Releasees from and against any and all Claims, including reasonable attorneys’ fees and disbursements and all other reasonable expenses incurred in connection therewith, which any of the Releasees may incur or to which any of the Releasees may become subject (“Losses”), insofar as such Losses arise out of or are based upon or relating to (i) the Seller having been a shareholder of the Issuer, (ii) the Consortium Agreement, (iii) the Exclusivity Letter, (iv) any Take-Private Transaction or any proposal or offer thereof or any action or non-action relating to any Take-Private Transaction or any proposal or offer thereof, including but not limited to any communication, correspondence, promises, commitments, undertakings and agreements, written or oral, by any of the Releasees or between any of the Releasees and the Guarantor or Zhongrong Shengda or any of their respective directors, officers, parents, subsidiaries, affiliates, agentsrelating to or in connection with any Take-Private Transaction or any proposal or offer thereof, employees, attorneys or other representatives. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained including but not limited to those disclosed in the Loan SEC Documents, as applicableand/or (v) the negotiation, includingexecution, without limitation, delivery or performance of this Agreement by the Seller (except for the breach by the Seller of its representation in Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities3.5).

Release and Indemnity. (a) Each of the Borrowers and Guarantors does hereby releases release and forever discharges discharge the US Administrative Agent, the Canadian Euro Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, includingwhich any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (a) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (b) relating directly or indirectly to all transactions by and between the Borrowers, the Guarantors, or their representatives and the Administrative Agent, the Euro Administrative Agent and each Lender or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharges shall and does not include any claims, demands, damages, actions, cross actions, causes of action, costs and expenses arising out of or relating to (a) the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held gross negligence or may now own or hold, whether known or unknown, for or because willful misconduct of any matter US Indemnitee or thing doneEuro Indemnitee, omitted or suffered to be done on or before (b) in the effective date case of this Amendment (i) arising directly or indirectly out Section 2.15 of the Credit Agreement, the matters set forth in Section 2.15(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.17(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives transfer made in accordance with Section 10.04 of the Credit Agreement and the US Administrative Agent, the Canadian Administrative Agent, and each applicable provisions of the Lender or any of their respective directorsother Loan Documents, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) respectively. Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Debtors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and Secured Parties and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on in law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date of upon which this Amendment is signed by any of such parties (i) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors the Debtors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, Lenders and each of the Lender Secured Parties or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims which may, or could be, asserted by any of the Debtors. (b) Each of the Borrowers and Guarantors Debtors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and any losses, claims, damages and expenses related thereto shall be covered by such indemnities. (c) Each of the Guarantors hereby ratifies and reaffirms its obligations under the Guarantees and confirms that said Guarantees remain in full force and effect notwithstanding the execution of this Amendment.

Release and Indemnity. Subject to Paragraph 9 below, the Employee hereby: (a) Each releases and forever discharges: (i) the Employer, its directors, officers, trustees, insurers, shareholders, employees, contractors and agents; (ii) all corporations associated or affiliated with the Employer, their directors, officers, trustees, insurers, shareholders, employees, contractors and agents; and (iii) the respective heirs, executors, administrators, other legal representatives, predecessors, successors and assigns of the Borrowers aforesaid corporations, individuals and Guarantors other entities (individually, a “Releasee” and, collectively, the “Releasees”) from any and all actions, causes of action, claims, proceedings, applications, complaints and demands whatsoever, whether known or unknown, that have arisen or that may arise at any time in the future (individually, a “Claim” and, collectively, the “Claims”) and, without limiting the generality of the foregoing, all Claims arising from the employment of the Employee with the Employer or the termination, resignation, or cessation of such employment, including all Claims, contractual, statutory or otherwise, under any benefit plan in which the Employee participated or may have been entitled to participate during his employment and all Claims for salary, wages, commissions, incentive compensation, bonuses, discrimination, mental distress, stock options, share awards, RSUs, shares or other securities, benefits, overtime pay, vacation pay, holiday pay, any other form of remuneration, perquisites, termination pay, severance pay, compensation in lieu of notice, damages for wrongful dismissal, payments, rights, or benefits under the Workers’ Compensation Act (Alberta) any other forms of damages and reinstatement in employment, and including any express or implied right under any contract of employment, the common law, or any applicable statute or regulation, including without limitation the Employment Standards Code (Alberta), the Labour Relations Code (Alberta), the Alberta Human Rights Act, and the Workers’ Compensation Act (Alberta); (b) agrees he is aware of his rights under human rights legislation, and confirms he is not and does not intend to assert such rights or advance a Claim under human rights legislation relating to his employment with the Employer or the resignation, termination or cessation of such employment, and hereby releases and forever discharges the US Administrative AgentReleasees from any such Claims; (c) agrees, for the Canadian Administrative Agent and each benefit of the Lenders Releasees, not to make any Claim or take any proceeding with respect to any matter released and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns discharged herein that may result in any Claim arising against any Releasee for contribution or indemnity or other representatives relief; (e) agrees to indemnify and save harmless the Releasees from and against any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses Claims under the Income Tax Act (including legal expensesCanada), of any kind applicable provincial income tax statutes, including any regulations made thereunder, and any other statutes or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknownregulations, for or because in respect of any matter failure on the part of the Releasees to withhold income tax from all or thing done, omitted or suffered any part of the said consideration and any Losses arising from any such Claims; (f) agrees to be done on or before keep the effective date terms of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by Release and between such Borrowers and/or Guarantors or their representatives Indemnity and the US Administrative AgentSettlement Terms and the discussions leading up to them completely confidential, and not to disclose the terms of this Release and Indemnity, the Canadian Administrative Agent, Settlement Terms and each of the Lender discussions leading up to them except to the extent disclosure is required by law or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives.to the extent necessary to permit him to obtain legal and/or financial advice in connection with the Settlement Terms; (bg) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, acknowledges and agrees that the Releasees other than the Employer are intended to be third party beneficiaries of this Amendment Release and lossesIndemnity and, claimsas such, damages each of such Releasees are entitled to enjoy the benefits of this Release and expenses related thereto shall be covered by Indemnity and have the right to independently enforce the terms of this Release and Indemnity directly against the Employee; and (h) to the extent necessary to entitle the Releasees to enjoy the benefits of this Release and Indemnity, appoints the Employer as the trustee for such indemnitiesReleasees of the provisions of this Release and Indemnity that are for their benefit.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Debtors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and Secured Parties and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all known claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on in law or equity, includingwhich any of said parties has held or may now own or hold for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (i) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between the Debtors or their representatives and the Administrative Agent, the Lenders and the Secured Parties or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, claims which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesDebtors. (b) Each of the Borrowers and Guarantors Debtors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and any losses, claims, damages and expenses related thereto shall be covered by such indemnities. (c) Each of the Guarantors hereby ratifies and reaffirms its obligations under the Guarantees and confirms that said Guarantees remain in full force and effect notwithstanding the execution of this Amendment.

Release and Indemnity. (a) Each Credit Party, on its own behalf and for its successors and assigns, hereby waives, releases and discharges the Lender, any affiliate of the Borrowers Lender and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesall directors, officers, directorsemployees and agents of the Lender or any affiliate of the Lender, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, actions or causes of action arising out of or in any way relating to the Credit Documents, this Agreement, the credit and collection relationships between the Lender and the Credit Parties relative thereto, and any documents, agreements, dealings or other matters connected therewith, including without limitation all known and unknown matters, claims, transactions or things occurring prior to the date of this Agreement related to the subject matter thereof and hereof. (b) Each Credit Party, on its own behalf and for its successors and assigns, hereby waives, releases and discharges the Lender, any affiliates of the Lender, and all directors, officers, employees and agents of the Lender or any affiliate of the Lender, from any and all claims, demands, actions or causes of action arising out of or in any way relating to any other credit or loan relationship between the Lender and any Credit Party or any affiliate of any Credit Party, and any documents, agreements, dealings or other matters connected with such other credit or loan relationship, including without limitation all known and unknown matters, claims, transactions or things occurring prior to the date of this Agreement related to such other credit or loan relationship. (c) Each Credit Party agrees, jointly and severally, to indemnify and hold the Lender, any affiliate of the Lender and their respective shareholders, directors, officers, employees and agents harmless from and against any and all damages, actionslosses, cross-actionsobligations, payments, liabilities, claims, actions or causes of action, costs and fees or expenses (including legal expenses)fees) and other matters of every kind and character incurred, of any kind sustained or nature whatsoever, whether based on law or equity, including, without limitationpaid by the Lender, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each affiliate of the Lender or any of their respective such shareholders, directors, officers, parentsemployees and agents arising out of or in any way relating to the Credit Documents, subsidiariesthis Agreement, affiliatesthe Lender’s administration of the credit and collection relationships between the Lender and the Credit Parties and any other credit or loan relationship between the Lender and any Credit Party, agentsand any documents, employeesagreements, attorneys dealings or other representatives. (b) Each of the Borrowers matters connected therewith, including without limitation all known and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and lossesunknown matters, claims, damages transactions or things occurring prior to the date of this Agreement related to the subject matter thereof and hereof. In the event of litigation or other proceedings relating to any of the foregoing, the Lender shall be entitled to select its own legal counsel, and, in addition to the foregoing indemnity, the Credit Parties agree to promptly pay the reasonable fees and expenses related thereto of such counsel. The foregoing indemnity and obligation to pay counsel fees shall be covered not apply to the extent that the Credit Parties prevail on any claim brought by such indemnitiesthe Credit Parties against Lender.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Fifth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Fifth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Fifth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Fifth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 8 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Lender and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Third Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Third Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender WMBCF or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by any Loan Party of the Borrowers and Guarantors hereby ratifies and reaffirms proceeds of any extension of credit under this Third Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the indemnification provisions contained in foregoing or any of the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Third Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 8 shall survive the termination of the Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Lender and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this First Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis First Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender WBMCF or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by any Loan Party of the Borrowers and Guarantors hereby ratifies and reaffirms proceeds of any extension of credit under this First Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the indemnification provisions contained in foregoing or any of the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this First Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 10 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each IN CONSIDERATION of entering into the Borrowers Minutes of Settlement and Guarantors Release attached, included in the other good and valuable consideration, the sufficiency of which is hereby releases acknowledged, I XXXXXX XXXXXXXX XXXXXXXXX, for myself, my heirs, executors, administrators and assigns, hereby release and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge MDC PARTNERS INC. and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parentsits parent, subsidiaries, affiliates, trusteesunincorporated divisions, predecessors, successors and assigns, and all of their past and present officers, directors, representatives, agents, attorneys, successors, assigns or other representatives shareholders and employees (collectively the "Releasees") from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which I ever had, now have or may have hereafter against any of them, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter whatsoever up to and including the date on which this agreement becomes effective, arising out of my employment with the Releasees or the termination of that employment except for the enforcement of the attached Minutes of Settlement and Release. Without limiting the generality of the foregoing, this instrument shall release the Releasees from any claim arising out of or in any way relating to my employment or the cessation thereof, including but not limited to all claims that could have been raised under the Employment Standards Act of Ontario, 2000 as amended, the Human Rights Code of Ontario, as amended, Workplace Safety and Insurance Act, Occupational Health and Safety Act, including but not limited to any claim for commissions, vacation pay, overtime pay, health benefits, RSUs, bonuses, payment under any bonus or other compensation plan and any other compensation of any kind whatsoever under any federal or provincial law, by statute, regulation, contract or tort law, or and that I have not been subjected to any unequal treatment contrary to the Ontario Human Rights Code. Notwithstanding the forgoing, nothing herein releases the Releasees from any obligations to indemnify Xxxxxxxxx from any third party claims as a former officer, director and employee, as provided for in the insurance coverage, nor from any liability set out in the Option Letter. AND FOR THE SAID CONSIDERATION I further agree not to make any claim or demand or commence, maintain or prosecute any action, cause or proceeding for damages, actionscompensation, cross-loss or any relief whatsoever against the said Releasees in respect of any cause, matter or thing whatsoever arising out of or in consequence of my employment or the termination of my employment with the Releasees. I further agree that this Release shall operate conclusively as an estoppel in the event of any such claim, action or proceeding and may be pleaded accordingly. AND FOR THIS CONSIDERATION I further agree to indemnify and save harmless the Releasees from any and all claims or demands under the Income Tax Act of Canada and/or the Income Tax Act of the Province of Ontario and/or under the Employment Insurance Act of Canada, in respect of any failure on the part of the Releasees to withhold income tax and/or any amounts previously paid to me by Social Development Canada on account of employment insurance benefits received from the said consideration any interest or penalties relating to same, and further, to indemnify the Releasees for any costs or expenses it may incur in defending such claims or demands. NOTWITHSTANDING THE FOREGOING, this Release shall not apply to any actions, causes of action, costs claims and expenses (including legal expenses), demands which I may have relating to the failure or the refusal of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims the Releasees to comply with the terms of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by settlement as agreed upon. AND I HEREBY DECLARE that I fully understand the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date terms of this Amendment (i) arising directly settlement and have received or indirectly out was afforded the opportunity to receive independent legal advice prior to executing this document and that I voluntarily accept the consideration offered for the purpose of the Loan Documents, or making full and final compromise and settlement of all claims as aforesaid. AND I HEREBY AGREE AND UNDERTAKE to resign as an officer and/or director from any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly companies referred to all transactions by above and between shall execute any documentation required for such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativespurpose. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each In consideration of the Borrowers agreement of --------------------- the Lender to enter into this Agreement, each Borrower hereby unconditionally releases, discharges, waives and Guarantors hereby releases and acquits forever discharges the US Administrative Agent, the Canadian Administrative Agent Lender and each of the Lenders and each affiliate thereof and each of their respective employeesLender's subsidiaries, affiliates, officers, directors, parents, subsidiaries, affiliates, trusteesservants, agents, employees and attorneys, successorspast and present, assigns or other representatives and their successors and assigns, from any and all claims, demands, damagesobligations, actionsliabilities, cross-actionscosts, expenses and causes of action and rights of action, costs of whatever nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown, arising out of or relating to the Existing Credit Agreement or any actions or omissions by any Person pursuant to or in connection with the Existing Credit Agreement or under any document or instrument relating to the Existing Credit Agreement (or evidencing loans made under the Existing Credit Agreement) including, without limitation, the administration by the Lender of the Existing Credit Agreement or any such document, instrument or loan. Each Borrower hereby further indemnifies and holds the Lender and each of Lender's subsidiaries, affiliates, officers, directors, servants, agents, employees and attorneys, past or present, and their successors and assigns, harmless from and against any and all such claims, demands, obligations, liabilities, costs, expenses and causes of action and rights of action by any Borrower, or any Person claiming by, through or under any Borrower, said indemnity to cover all losses and expenses (including legal expenses)incurred by the Lender and each of the Lender's subsidiaries, affiliates, officers, directors, servants, agents, employees and attorneys, past or present, and their successors and assigns, in connection with any such claims, demands, obligations, liabilities, costs, expenses or causes of any kind or nature whatsoever, whether based on law or equityaction and rights of action, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies all attorneys' fees and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativescosts. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each For and in consideration of the Borrowers and Guarantors execution --------------------- of this Amendment, Tenant does hereby releases release, waive and forever discharges the US Administrative Agent, the Canadian Administrative Agent discharge Landlord and each of the Lenders and each affiliate thereof and each of their respective Landlord's employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, representatives, attorneys, successorsconsultants, successors and assigns or other representatives of and from any and all claims, demandscauses of action, damages, actionsobligations and liability, crosswhether now known or unknown, whether accrued or contingent, based on acts or omissions on or before the date of this Amendment and arising out of, pertaining to or in any way related to the Lease, the Property or the Initial Construction, including but not limited to any claim for loss of income or any claim for interference with or delay in the performance of the Initial Construction. Contemporaneously with execution of this Amendmendment, Tenant shall obtain and deliver to Landlord releases from CAFCO, CT Management, Inc. and Xxxxxx Construction Company in the form attached hereto as Exhibits A-actionsl through A-2. Tenant does hereby agree to defend, indemnify and hold harmless Landlord and Landlord's partners, shareholders, officers, directors, employees, agents, consultants, representatives, insurers, attorneys, successors and assigns (collectively, the "Indemnitees") from and against any and all claims, causes of action, costs demands, damages and expenses (liabilities, including legal expenses), but not limited to any claim for loss of income or any kind claim for interference with or nature whatsoeverdelay in the performance of the Initial Construction, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for whether accrued or because of any matter contingent, based on acts or thing done, omitted or suffered to be done omissions on or before the effective date of this Amendment and arising out of, pertaining to or in any way relating to the Lease, the Property or the Initial Construction and asserted now or hereafter by CAFCO, CT Management, Inc., and/or Xxxxxx Construction Company (i) arising directly collectively, "Tenant's Agents"). Expenses incurred in defending an action, suit or indirectly out proceeding by one or more of Tenant's Agents against one or more of the Loan DocumentsIndemnitees and arising out of, pertaining to or in any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly way related to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative AgentLease, the Canadian Administrative Agent, and each Property or the Initial Construction shall be paid by Tenant in advance of the Lender or any final disposition thereof upon receipt of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesan undertaking by the Indemnitee to repay the amount if it is ultimately determined that the Indemnitee is not entitled to indemnification by Tenant. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, hereby waives, releases and discharges the Banks and the Agent, any affiliate of the Borrowers Banks and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesall directors, officers, directorsshareholders, parentsemployees and agents of the Banks or the Agent or any affiliate of the Banks or the Agent, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, actions or causes of actionaction arising out of or in any way relating to the Credit Agreement, costs this Fifth Amendment, the credit relationships between the Company, the Banks and expenses (the Agent relative thereto, and any documents, agreements, dealings or other matters connected therewith, including legal expenses)without limitation all known and unknown matters, of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, transactions or could be, asserted by things occurring prior to the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY Effective Date (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTas defined in paragraph 11 below) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any related to the subject matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by thereof and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativeshereof. (b) Each The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, hereby waives, releases and discharges the Banks and the Agent, any affiliates of the Borrowers Banks and Guarantors hereby ratifies the Agent, and reaffirms all directors, officers, shareholders, employees and agents of the indemnification provisions contained Banks or the Agent or any affiliate of the Banks or the Agent, from any and all claims, demands, actions or causes of action arising out of or in any way relating to any other credit or loan relationship between the Loan DocumentsCompany, as applicablethe Banks or the Agent, includingand any documents, agreements, dealings or other matters connected with such other credit or loan relationship, including without limitationlimitation all known and unknown matters, Section 9.1 claims transactions or things occurring prior to the Effective Date. (c) The Company, on behalf of itself, its Subsidiaries and their respective successors and assigns, agrees, jointly and severally with itself and its Subsidiaries, to indemnify and hold the Banks and the Agent, any affiliate of the Banks and the Agent and all directors, officers, shareholders, employees and agents of the Banks or the Agent or any affiliate of any Bank or the Agent harmless from and against any and all damages, losses, obligations, payments, liabilities, claims, actions or causes of action, fees or expenses (including legal fees) and other matters of every kind and character incurred, sustained or paid by the Banks or the Agent, any affiliate of the Banks or the Agent or any of such directors, officers, shareholders, employees and agents arising out of or in any way relating to the Credit Agreement, this Fifth Amendment, the administration of the credit relationships between the Company, the Banks and agrees that this Amendment the Agent, and lossesany other credit or loan relationship between the Company, claimsthe Banks or the Agent, damages and any documents, agreements, dealings or other matters connected therewith, including without limitation all known and unknown matters, claims transactions or things occurring prior to the Effective Date related to the subject matter thereof or hereof. In the event of litigation or other proceedings relating to any of the foregoing, the Banks and the Agent shall be entitled to select their own legal counsel and, in addition to the foregoing indemnity, the Company and its Subsidiaries agree to promptly pay the reasonable fees and expenses related thereto shall be covered by of such indemnitiescounsel. (d) The Company, on behalf of itself and its Subsidiaries, acknowledges that it makes this release and indemnity knowingly, voluntarily and only after considering the ramifications hereof with its legal counsel.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Ninth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Ninth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Ninth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Ninth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Seventh Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Seventh Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Seventh Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Seventh Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 6 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each Without limiting the provisions of Section 5.01, Purchaser on behalf of itself and the Borrowers Purchaser Related Parties (as defined below) waives its right to recover from the Seller and Guarantors hereby releases its affiliates and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesmanagers, members, partners, directors, officers, directorsemployees and agents (collectively the “Seller-Related Parties”), parentsand forever releases, subsidiariescovenants not to xxx and discharges the Seller and the Seller Related Parties from, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claimsdamages, demands, damagesclaims, actionslosses, cross-actionsliabilities, causes of actionpenalties, fines, liens, judgments, costs and or expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies including attorneys’ fees and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdcosts, whether direct or indirect, known or unknown, for foreseen or because unforeseen, that may arise on account of or in any way be connected with the condition or operation of the Property, including, but not limited to, claims relating to the presence of any matter Hazardous Materials on, in, under or thing doneabout the Property, omitted claims relating to latent or suffered patent construction defects, claims relating to be done on or before the effective date qualities, characteristics and other items set forth in Section 5.01(b) and claims relating to the failure of this Amendment (i) arising directly or indirectly out of Seller to disclose any information with respect to the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesProperty. (b) Each If the Settlement occurs, Purchaser shall indemnify, defend and hold harmless the Seller and the Seller-Related Parties from and against any and all suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs whatsoever, including attorneys’ and experts’ fees and costs and investigation and remediation costs, asserted by the party originally identified as Purchaser herein (“Original Purchaser”), or any assignee or successor thereof, or the partners, members, trustees, shareholders, directors or officers of any party owning a direct or indirect interest in Original Purchaser or any such assignee or successor, or any affiliate of Original Purchaser or any such assignee or successor possessing at any time an ownership interest (whether direct or indirect) in the Property (including any party which may hereafter become an affiliate of Original Purchaser or any such assignee) (each, a “Purchaser Related Party”), arising from, relating to, or occasioned in any way by the condition or operation of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicableProperty, including, without limitationbut not limited to, claims relating to the presence of any Hazardous Materials on, in, under or about the Property, claims relating to latent or patent construction defects, claims relating to the qualities, characteristics and other items set forth in Section 9.1 5.01(b) and claims relating to the failure of Seller to disclose any information with respect to the Property, except for any liability of Seller for any breach of any representation or warranty set forth in Section 3.01, which liability shall survive the Settlement only for the Survival Period and shall be subject to the limitations on liability set forth in Section 6.02. (c) The release set forth in Section 6.01(a), above, and the indemnification set forth in Section 6.01(b), includes claims, liabilities and other matters of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s willingness to enter into the release and indemnification of the Credit AgreementSeller-Related Parties set forth in Sections 6.01(a) and 6.01 (b). In this connection and to the fullest extent permitted by law, Purchaser hereby agrees, represents and agrees warrants on behalf of itself and all Purchaser Related Parties that this Amendment Purchaser realizes and lossesacknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, damages demands, debts, controversies, damages, costs, loses and expenses related thereto which are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants on behalf of itself and all Purchaser Related Parties that the release and indemnification set forth in Sections 6.01(a) and 6.01(b) have been negotiated and agreed upon in light of that realization and that Purchaser on behalf of itself and all Purchaser Related Parties nevertheless hereby intends to release, discharge and acquit the Seller-Related Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses, except for any liability of Seller for any breach of any representation or warranty set forth in Section 3.01, which liability shall survive the Settlement only for the Survival Period and shall be covered by such indemnitiessubject to the limitations on liability set forth in Section 6.02. The provisions of this Article VI shall survive the Settlement and the delivery of the Deed.

Release and Indemnity. (a) Each Buyer, on its own behalf and on behalf of the Borrowers other Buyer Indemnitors and Guarantors the Company (each, together with Buyer, a “Releasing Person”, collectively, the “Releasing Persons”) hereby unconditionally and irrevocably and forever releases and forever discharges the US Administrative Agent(and, the Canadian Administrative Agent upon request from Seller, Buyer shall cause each other Releasing Person to acknowledge and agree in writing to such release and discharge) each of the Lenders officers and each affiliate thereof managers of the Company, the Seller Indemnitees and each their respective Affiliates, successors and assigns, and all of their respective employees, current and former officers, directors, parentsmanagers, subsidiariesshareholders, affiliatesmembers, trusteespartners, agentsemployees, attorneysagents and representatives (each, successorsa “Released Person”) from, assigns or other representatives from and the Buyer Indemnitors, jointly and severally, hereby indemnify the Seller Indemnitees against, all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, demandsdefenses, damagesoffsets, actionsjudgments, cross-actions, causes of action, costs demands and expenses (including legal expenses)liabilities whatsoever, of any kind or nature whatsoeverevery name and nature, whether based on both at law or and in equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for suspected or because unsuspected, accrued or unaccrued, which have been or could have been asserted against any Released Person, which any Releasing Person ever had, now has or ever may have or claim to have, which arise out of or in any way relate to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Business and the Company (collectively, the “Released Claims”); provided that the parties acknowledge and agree that this Section 10.17 does not apply to and shall not constitute a release of any matter rights or thing done, omitted obligations arising under this Agreement or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out any of the Loan Documentsother Transaction Agreements. Buyer, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, on behalf of itself and each of the Lender other Releasing Persons, covenants that none of the Releasing Persons will (and that Buyer will cause all other Persons who may seek to claim as, by, through or in relation to any of the Releasing Persons or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys the matters released by or other representatives. (b) Each on behalf of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained Releasing Persons in the Loan Documentsthis Section 10.17 not to) sue, as applicableor bring or otherwise pursue any claim against, including, without limitation, Section 9.1 any of the Credit AgreementReleased Persons on the basis of or in any way relating to any of the Released Claims (regardless of whether the release of any such Released Claim is enforceable under, and agrees that this Amendment and lossesor prohibited by, claims, damages and expenses related thereto shall be covered by such indemnitiesapplicable law or otherwise).

Release and Indemnity. (a) Each For and in consideration of the Borrowers and Guarantors agreements of the Company set forth herein, Shareholder hereby releases and forever discharges the US Administrative Agent, Company and its subsidiaries (now and in the Canadian Administrative Agent future) and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trusteesabsolutely and forever, agents, attorneys, successors, assigns or other representatives of and from any and all direct or indirect liabilities, claims, losses, damages, costs, expenses, deficiencies, obligations, responsibilities, demands, damagesbenefits, actionsaccounts, cross-actionsliens, rights of action, claims for relief, and causes of action, costs of every nature and expenses (including legal expenses), of any kind or nature whatsoever, whether based on in law or and in equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for fixed or because unfixed, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (collectively, "Claims"), which the Shareholder had, has, or may have against any of them for, upon or by reason of any matter matter, cause or thing done, omitted or suffered whatsoever from the beginning of the world to be done on or before the effective date hereof other than the rights of this Amendment Shareholder arising under (i) arising directly this Agreement; or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and the Employment Agreement of even date between such Borrowers and/or Guarantors or their representatives Shareholder and the US Administrative Agent, Company (the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives"Employment Agreement"). (b) Each For an in consideration of the Borrowers agreements of Shareholder set forth herein, the Company and Guarantors its subsidiaries (the "Company Releasors"), hereby ratifies release and reaffirms the indemnification provisions contained forever discharge Shareholder (now and in the Loan Documentsfuture) and his heirs and estate, as applicableabsolutely and forever, includingof and from any and all Claims, without limitationwhich they and their affiliates had, Section 9.1 have, or may have against the Shareholder and his heirs and estate for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the Credit world to the date hereof other than (i) the rights of the Company or its subsidiaries arising under this Agreement; (ii) the rights of the Company under the Employment Agreement; or (iii) embezzlement, and agrees fraud, wrongful taking or misappropriation of property, theft or any other crime involving dishonesty. (c) Each party hereby represents that he or it has not transferred, conveyed or assigned any Claim or any portion thereof or interest therein. Each party further represents that in executing this Amendment and lossesrelease it or he has not relied upon any representation or statement made by any other party with regard to the subject matter, claimsbasis or effect of this release, damages and expenses related thereto shall be covered by except such indemnitiesrepresentations as are set forth in this Agreement.

Release and Indemnity. (a) Each of the The Borrowers represent and Guarantors hereby releases and forever discharges the US Administrative Agentwarrant that no Borrower has any set-off, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesrecoupment, officerscounterclaim, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actionsdefense, cross-actionscomplaint, causes claim, demand or other cause of actionaction of any nature whatsoever (together, costs and expenses (including legal expenses)the “Counterclaims”) against Lender which arise out of the transactions evidenced by the Pre-Petition Loan Agreement, this Agreement or the other DIP Loan Documents, any transactions that were renewed or extended by this Agreement or the DIP Loan Documents, any other transaction with Lender, or which could be asserted to reduce or eliminate all or any part of a Borrower’s liability to repay the Obligations or to seek affirmative relief or damages of any kind or nature whatsoeverfrom Lender, irrespective of whether based on any such claims arise out of contract, tort, violation of law or equityregulations, or otherwise, including, without limitation, any claims contracting for, changing, taking, reserving, collecting or receiving interest in excess of usurythe highest lawful rate applicable, fraud, duress, misrepresentation, lender liability, control, the exercise of any rights and remedies under the DIP Loan Documents, the negotiation for and all similar items execution of this Agreement and claims, which may, or could be, asserted by any settlement negotiations. To the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which extent that any of said parties has held or counterclaims may now own or holdexist, whether known or unknown, such are waived and hereby released by the Borrowers. Furthermore, the Borrowers, on behalf of themselves, their respective successors, agents, attorneys, officers, directors, assigns and personal and legal representatives, do hereby release, remise, acquit and forever discharge Lender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature (each being a “Claim”), whether heretofore or hereafter arising, for or because of any matter or thing things done, omitted or suffered to be done on or before by any of the effective date of this Amendment (i) arising Released Parties prior to and including the Closing Date, and in any way directly or indirectly arising out of or in any way connected to the Pre-Petition Loan Agreement, this Agreement or the other DIP Loan Documents, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations or otherwise, including but not limited to, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable, the exercise of any rights and remedies under the DIP Loan Documents, the negotiation for and execution of this Agreement, or any settlement negotiations AND INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING ON ACCOUNT OF LENDER’S NEGLIGENCE OR STRICT LIABILITY (all of the foregoing hereinafter called the “Released Matters”); and the Borrowers hereby covenant and agree never to institute any action or suit at law or in equity, nor institute, prosecute, or in any way aid in the institution or prosecution of, any claim, action or cause of action, rights to recover debts or demands of any nature against any of the Released Parties arising out of or related to Lender’s actions, omissions, statements, requests or demands in administering, enforcing, monitoring, collecting or attempting to collect, the Obligations, indebtedness and other obligations of the Borrowers to Lender. The Borrowers agree to indemnify and hold Lender harmless from any and all Counterclaims that Borrowers, Guarantors or any other documentsperson or entity claiming by, through, or instruments relating thereto and/or under them may at any time assert against Lender. The Borrowers acknowledge that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages to the Borrowers (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of them) and their respective directorssuccessors, agents, attorneys, officers, parentsdirectors, subsidiariesassigns and personal and legal representatives arising in connection with the Released Matters. Each Borrower represents and warrants to Lender that it has not purported to transfer, affiliatesassign or otherwise convey any right, agentstitle or interest of it in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of its claims with respect to all Released Matters. THE PROVISIONS OF THIS SECTION AND THE REPRESENTATIONS, employeesWARRANTIES, attorneys or other representativesRELEASES, WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS, AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL CONSIDERATION FOR AND INDUCEMENT TO LENDER FOR ENTERING INTO THIS AGREEMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR LIABILITY OF LENDER TO ANY BORROWER OR ANY OTHER PERSON OR ENTITY, (C) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY, WRONGDOING, OR VIOLATION OF ANY OBLIGATION, DUTY OR AGREEMENT OF LENDER TO ANY BORROWER OR ANY OTHER PERSON OR ENTITY, AND (D) SHALL NOT BE USED AS EVIDENCE AGAINST LENDER BY ANY BORROWER OR ANY OTHER PERSON OR ENTITY FOR ANY PURPOSE. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

Release and Indemnity. (a) Each In consideration of the Borrowers and Guarantors hereby terms of this Tenth Amendment, particularly the provisions of Section 2(e), Tenant forever releases and forever discharges the US Administrative AgentCity and City’s former, the Canadian Administrative Agent present and each of the Lenders future boards, elected and each affiliate thereof and each of their respective appointed officials, employees, officers, directors, parents, subsidiaries, affiliates, trusteesrepresentatives, agents, attorneysdepartments, subsidiaries and affiliates, assigns, predecessors, successors, assigns divisions, subdivisions, and all persons or other representatives entities acting by, through, under or in concert with any of the foregoing from and against any and all of Tenant’s rights, claims, demands, damages, actionsdebts, cross-actionsliabilities, accounts, reckonings, liens, attorneys’ fees, costs, expenses, actions and causes of action, costs action of every kind and expenses (including legal expenses), of any kind or nature whatsoever, whether based on in contract, tort, at law or in equity, includingor otherwise, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for suspected or because of any matter unsuspected, whether intentional, negligent (including joint, sole, concurrent and gross negligence) or thing doneotherwise, omitted and whether existing at common law, by statute or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documentsother legislative act, or any other documentsby constitutional provision that are based in whole or in part on, consist of, or instruments relating thereto and/or which do or may arise out of, or which are or may be related to or in any way connected with Claim No. C13-4009 lodged by Tenant with City and matters alleged in such claim (ii) relating directly or indirectly to all transactions by “Released Rights”). Tenant shall indemnify, defend and between such Borrowers and/or Guarantors or their representatives hold harmless City and the US Administrative AgentCity’s former, the Canadian Administrative Agentpresent and future boards, elected and each of the Lender or any of their respective directorsappointed officials, employees, officers, parentsdirectors, subsidiaries, affiliatesrepresentatives, agents, employeesdepartments, attorneys subsidiaries and affiliates, assigns, insurers, attorneys, predecessors, successors, divisions, subdivisions and parents, and all persons or other representatives. (b) Each entities acting by, through, under or in concert with any of the Borrowers foregoing from and Guarantors hereby ratifies against any and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and lossesall rights, claims, damages demands, damages, debts, liabilities, accounts, reckonings, liens, attorneys’ fees, costs, expenses, actions and expenses causes of action of every kind and nature whatsoever, whether in contract, tort, at law or in equity, or otherwise, now known or unknown, suspected or unsuspected, whether intentional, negligent (including joint, sole, concurrent and gross negligence) or otherwise, and whether existing at common law, by statute or other legislative act, or by constitutional provision, in any way arising from, connected with or related thereto shall be covered to the Released Rights. City forever releases and discharges Tenant and Tenant’s affiliates from payment of any and all costs incurred in defending Claim No. C13-4009 lodged by such indemnitiesTenant with City.

Release and Indemnity. (a) Each of the Borrowers The Customer for itself and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesits directors, officers, directorsemployees, parents, subsidiaries, affiliates, trusteesshareholders, agents, attorneyssuccessors, assigns, other representatives, affiliates and attorneys do hereby release and forever discharge the Bank and its directors, officers, employees, shareholders, agents, successors, assigns or assigns, other representatives representatives, affiliates and attorneys (each a "RELEASED PARTY") from any and all losses, claims, demands, damages, causes of actions, actions, cross-actions, causes of actionjudgments, liabilities, penalties, costs and expenses (including attorneys' fees and other legal expenses), ) of any kind or nature whatsoeverwhatsoever ("CLAIMS"), which any of such persons has owned or held, or may now or in the future own or hold, whether based known or unknown, contingent or liquidated, for or because of any action, inaction, omission, statement or publication on law or equitybefore the date hereof by any Released Party arising directly or indirectly out of any of the Letters of Credit or the Prior Agreement, or any other documents or instruments executed in connection therewith or any other transactions relating directly or indirectly thereto, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, usury which may, may or could be, be asserted by any such persons. (b) The Customer agrees to indemnify and hold harmless each of the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) Released Parties, on demand and to the fullest extent permitted by law, against all Claims which any of said parties has held the Released Parties may pay or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) incur arising directly or indirectly out of any of the Loan DocumentsLetters of Credit, the Prior Agreement, this Agreement, any other documents or instruments executed in connection therewith or any other documents, or instruments relating thereto and/or (ii) transactions relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicablethereto, including, without limitation, Section 9.1 actions commenced by Finchaa Sugar Factory for wrongful dishonor or non-payment and actions commenced by Schaxxxx xx enjoin honor or payment to attach the proceeds of honor or payment or for wrongful dishonor or non-payment, regardless of whether any of such Claims are founded in whole or in part upon the alleged negligence of any of the Credit AgreementReleased Parties other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, and agrees that this Amendment and lossesIT IS EXPRESSLY INTENDED BY THE PARTIES THAT EACH OF SUCH RELEASED PARTIES TO BE INDEMNIFIED HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RESULTING FROM THE ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH RELEASED PARTY OR IMPOSED UPON SUCH RELEASED PARTY UNDER ANY THEORY OF STRICT LIABILITY. The Customer, claimsupon written demand by the Bank, damages and shall reimburse the Bank for any legal or other expenses related thereto shall be covered by such indemnitiesincurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the Released Party.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this First Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis First Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Agreement or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this First Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 8 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Parties hereby releases releases, remises, acquits and forever discharges the US Administrative AgentBTCo and BTCo's employees, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employeesagents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, parentspartners, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses predecessors (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, PSB), successors and assigns, subsidiary corporations, parent corporations and related corporate divisions (all of the foregoing hereinafter called the "RELEASED PARTIES"), from any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items actions and causes of action, judgments, executions, suits, debts, claims, which maydemands, or could beliabilities, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which obligations, damages and expenses of any of said parties has held or may now own or holdand every character, whether known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or thing things done, omitted or suffered to be done on or before by any of the effective Released Parties prior to and including the date of this Amendment (i) arising execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement or the Existing Loan Documents, (all of the foregoing hereinafter called the "RELEASED MATTERS"). Each of the Loan Documents, Parties acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any other documents, alleged injuries or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and damages arising in connection with the US Administrative Agent, the Canadian Administrative Agent, and each Released Matters. Each of the Lender Loan Parties represents and warrants to BTCo that it has not purported to transfer, assign, pledge or otherwise convey any of their respective directorsits right, officers, parents, subsidiaries, affiliates, agents, employees, attorneys title or interest in any Released Matter to any other representativesperson or entity and that the foregoing constitutes a full and complete release of all Released Matters. (b) Each of the Borrowers Loan Parties hereby agrees to indemnify and Guarantors hereby ratifies hold harmless BTCo and reaffirms the indemnification provisions contained in the Loan Documentsits directors, as applicableofficers, includingemployees and agents, without limitationincluding all professionals (each an "INDEMNIFIED PARTY") from and against any and all expenses, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered liabilities (including, without limitation, all fees and disbursements of attorneys and other professionals) incurred by such indemnitiesor asserted against any Indemnified Party in connection with or arising out of, relating to, or by reason of any investigation, litigation or proceeding arising out of, relating to or in connection with any claims made by any Person in any way relating to the transactions contemplated hereby, but excluding therefrom all expenses, losses, claims, damages, and liabilities arising out of or resulting from the gross negligence or willful misconduct of any Indemnified Party.

Release and Indemnity. (a) Each of the Borrowers and Guarantors RAH hereby releases releases, acquits and forever discharges and indemnifies T5, including the US Administrative Agentpast, the Canadian Administrative Agent present and each of the Lenders and each affiliate thereof and each of their respective employees, future officers, directors, parentsshareholders, employees, agents, servants, representatives, distributors, subsidiaries, affiliates, trustees, agentspartners, attorneys, successorsinsurance carriers, assigns predecessors and successors in interest and all other related persons, firms or other representatives corporations of T5 (the "T5 Releasees"), of and from any and all claims, demands, damages, actions, cross-actions, causes of actionaction and claims for relief, costs obligations, rights, damages, losses, costs, expenses and expenses (including legal expenses), compensation of any every kind or and nature whatsoever, whether based on law asserted or equityunasserted, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for that now exist or because of may hereafter exist against T5 and/or any matter adversity in any way suffered by T5, whether based upon tort, contract quasi-contract or thing doneotherwise, omitted or suffered to be done on or before however arising from the effective date of this Amendment Waiver in any way whether RAH knowingly has assumed all risks (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agentwhich it must, and each of hereby does, assume) associated with eliminating the Lender Approvals as conditions to RAH's obligations under the Agreement or any of their respective directorsotherwise (hereinafter, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representativesa "Loss"). (b) Each RAH, FX and Starwood (the "Indemnitors"), jointly and severally, expressly covenant and agree to indemnify, defend and hold harmless T5 and/or the T5 Releasees from any and all Losses. To the extent that T5 and/or the T5 Releasees incur or in any way suffer any such Losses which are not promptly paid by the Indemnitors when due upon settlement or final, unappealable order from a court of competent jurisdiction, T5 and/or the T5 Releasees will also be entitled to receive interest at the annual prime rate as published in the Wall Street Journal as of the Borrowers and Guarantors hereby ratifies and reaffirms date of this letter, compounded daily, on the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 unpaid balance of the Credit Agreement, and agrees that this Amendment and such losses, claims, damages and expenses related thereto costs or expenses. (c) If T5 and/or the T5 Releasees receive notice of any action, audit, demand or assessment (each, a "Third Party Claim") against it or which may give rise to a claim for a Loss, within 15 days of the receipt of such notice, T5 shall give the Indemnitors notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnitors from any of their indemnification obligations except to the extent that the Indemnitors are materially prejudiced by such failure. The Indemnitors shall be covered entitled to assume and control the defense of such Third Party Claim at their expense and through counsel of their choice; provided, however, that the Indemnitors shall consult with T5, and shall adhere to the reasonable requests of T5, regarding such defense, and provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of T5 for the same counsel to represent both (i) T5 and/or the T5 Releasees and (ii) the Indemnitors, then T5 shall be entitled to retain its own counsel at the expense of the Indemnitors. In the event that the Indemnitors exercise the right to undertake any such defense against any such Third Party Claim as provided above, T5 shall cooperate, and shall reasonably cause the T5 Releasees to cooperate, with the Indemnitors in such defense and reasonably make available to the Indemnitors, at the Indemnitors' expense, all witnesses, pertinent records, materials and information in T5 and/or the T5 Releasees' possession or under T5 and/or the T5 Releasees' control relating thereto as is reasonably required by the Indemnitors. Similarly, in the event T5 is, directly or indirectly, conducting the defense against any such indemnitiesThird Party Claim, the Indemnitors shall cooperate with T5 in such defense and make available to T5, at the Indemnitors' expense, all such witnesses, records, materials and information in the Indemnitors' possession or under the Indemnitors' control relating thereto as is reasonably required by T5. No such Third Party Claim may be settled by the Indemnitors on behalf of T5 without the prior written consent of T5, which consent shall not be unreasonably withheld. (d) In the event that either FX or Starwood (an "Advancing Indemnifying Party") advances funds to T5 to cover Losses pursuant to the preceding subsections (b) and (c), then the other party shall be obligated to pay the Advancing Indemnifying Party an amount equal to one half of such funds advanced to T5.

Release and Indemnity. (a) Each of the Borrowers and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent The Company and each of its Subsidiaries, for themselves, their officers, agents, successors and assigns (the Lenders "Releasing Parties") do hereby release and forever discharge the Agent and the Banks and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claimsclaims (civil or criminal), demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties Releasing Party has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date Execution Date hereof by any of this Amendment such Person (i) arising directly or indirectly out of the Prior Credit Agreement or the Loan Documents, Documents or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives any of the Releasing Parties and the US Administrative AgentAgent or the Banks. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury which may or could be asserted by the Canadian Administrative Agent, Releasing Parties. This release shall not include a release of the Agent or the Banks from any claim by the Releasing Parties for breach by the Agent or the Banks of this Agreement. (b) The Company shall and hereby does indemnify the Agent and each of the Lender or any of Bank and each Affiliate thereof and their respective directors, officers, parentsemployees and agents from, subsidiariesand hold each of them harmless against, affiliatesany and all losses, agentsliabilities, employeesclaims or damages (including reasonable legal fees and expenses) to which any of them may become subject, attorneys insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by the Company of the proceeds of any extension of credit hereunder or any investigation, litigation or other representatives. proceeding (bincluding any threatened investigation or proceeding) Each relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Loan Documents, as applicableand the Company shall reimburse each Bank and each Affiliate thereof and their respective directors, includingofficers, without limitationemployees and agents, Section 9.1 of the Credit Agreementupon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, and agrees that this Amendment and lossesliabilities, claims, damages and or expenses related thereto shall incurred by reason of the gross negligence or willful misconduct of the Person to be covered by such indemnitiesindemnified.

Release and Indemnity. (a) Each of the Borrowers and Guarantors does hereby releases release and forever discharges discharge the US Administrative Agent, London Agent, the Canadian Administrative Agent and Agent, each of the Lenders, each of the Issuing Lenders and each affiliate thereof and each Related Party of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives any of the foregoing from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, includingwhich any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, any other documents, instruments or transactions relating thereto or the performance by any party thereto of their respective obligations thereunder. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any Borrower or Guarantor, but such release, waiver, acquittal and discharge shall and does not include any claims, demands, damages, actions, cross-actions, causes of action, costs and expenses arising out of or relating to (a) the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held gross negligence or may now own or hold, whether known or unknown, for or because willful misconduct of any matter or thing doneIndemnitee, omitted or suffered to be done on or before (b) in the effective date case of this Amendment (i) arising directly or indirectly out Section 2.14 of the Credit Agreement, the matters set forth in Section 2.14(e) of the Credit Agreement, (c) the obligations of each Lender under Section 2.16(e) of the Credit Agreement, or (d) any assignment or transfer by any Lender of its rights or obligations under the Credit Agreement and the other Loan Documents, except for any such assignment or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives transfer made in accordance with Section 10.04 of the Credit Agreement and the US Administrative Agent, the Canadian Administrative Agent, and each applicable provisions of the Lender or any of their respective directorsother Loan Documents, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) respectively. Each of the Borrowers and Guarantors hereby ratifies and reaffirms its obligations under the indemnification provisions contained in the Loan Documents, as applicableDocuments to which it is a party, including, without limitation, Section 9.1 10.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnitiesindemnification obligations to the same extent as the Loan Documents.

Release and Indemnity. (a) Each of the Borrowers and Guarantors Loan Party does hereby releases release and forever discharges the US Administrative Agentdischarge each Lender (in such Person’s capacity as a Lender and not in such Person’s capacity as officer, the Canadian Administrative Agent director or Affiliate of a Loan Party) and each of the Lenders and each affiliate Affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliatespartners, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or holdheld, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective actual date upon which this Fifth Amendment is signed by any of this Amendment such parties (i) arising directly or indirectly out of the Loan Documentsthis Fifth Amendment, or any other documents, instruments or instruments any other transactions relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives each Loan Party and the US Administrative Agent, the Canadian Administrative Agent, and each of the any Lender or any of their its respective directors, partners, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each Loan Party shall and hereby does indemnify each Lender and each Affiliate thereof and their respective directors, partners, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from the execution by any Lender or Loan Party of this Fifth Amendment or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the other Senior Subordinated Loan Documents, as applicableand the Loan Parties shall reimburse each Lender and each Affiliate thereof and their respective directors, includingpartners, without limitationofficers, Section 9.1 of the Credit Agreementemployees and agents, and agrees that this Amendment and upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages and or expenses related thereto incurred by reason of the gross negligence, bad faith or willful misconduct of the Person to be indemnified or in connection with disputes exclusively between Lenders. (c) Without limiting any provision of this Fifth Amendment, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be covered by indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the sole ordinary or contributory negligence of such indemnitiesPerson or (ii) imposed upon said party under any theory of strict liability. Without prejudice to the survival of any other obligations of the Loan Parties hereunder and under the other Senior Subordinated Loan Documents, the obligations of the Loan Parties under this Section 9 shall survive the termination of the Senior Subordinated Loan Documents and the other Senior Subordinated Loan Documents and the payment of the Obligations.