Common use of Release; Covenant Not to Sxx Clause in Contracts

Release; Covenant Not to Sxx. (a) In consideration of this Amendment and the agreements and waivers of the Agent and each Company set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Seller Party, and each of their respective successors and assigns (collectively, as the “Releasing Parties” and each, individually, as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent and each Company and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, each Company and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature now known or unknown, suspected or unsuspected, both at law and in equity, which any Releasing Party may 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, for or on account of, or in relation to, or in any way in connection with this Amendment or the transactions hereunder, in each case which has arisen at any time on or prior to the Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the Releasees under this Amendment, the Existing Agreement and the other Transaction Documents. (b) Each Seller Party confirms, on behalf of itself and each other Releasing Party, that it and they (i) understand, acknowledge and agree that the releases 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 and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (c) Each Seller Party, on behalf of itself and each other Releasing Party, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to Section 3.

Release; Covenant Not to Sxx. (a) In consideration of this Amendment and the agreements and waivers of the Agent and each Company set forth herein, Secured Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, to the extent that any offsets, defenses or claims may exist arising out of or relating to this Amendment or the other Loan Documents against the Administrative Agent or any Consenting Lender or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns, each Seller Loan Party by acceptance of this Amendment, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Releasors”), jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges Administrative Agent, each Consenting Lender and each of their respective successors and assigns (collectivelysubsidiaries, as the “Releasing Parties” and eachaffiliates, individuallyofficers, as a “Releasing Party”)directors, hereby absolutelyemployees, unconditionally and irrevocably releasesagents, remises and forever discharges the Agent and each Company and their respective attorneys, predecessors, successors and assigns, and their respective both present and former shareholders(collectively, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, each Company and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demands, manner of actions, causes of action, torts, suits, covenants, contractsdebts, controversies, agreementsdamages, promisesjudgments, sums of moneyexecutions, accountsclaims and demands whatsoever (each, billsa “Claim” and collectively, reckoningsthe “Claims”), damages and any and all other claimswhether asserted or unasserted, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature now known in law or unknown, suspected or unsuspected, both at law and in equity, which any Releasing Party may hold, that exist or have occurred or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever, for or on account of, or in relation to, or in any way in connection with this Amendment or the transactions hereunder, in each case which has arisen at any time accrued on or prior to the date of this Amendment Effective Date; provided that for arising out of or relating to this Amendment or any other Loan Document, which the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations Releasors ever had or now have against any of the Releasees Released Parties, including any presently existing claim whether or not presently suspected, contemplated or anticipated, in each case except for claims that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have arisen out of or resulted from fraud, gross negligence or willful misconduct on the part of such Released Party. Each Releasor acknowledges that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Releasor, being aware of said code section, agrees to expressly waive any rights it may have thereunder, as well as under this Amendment, the Existing Agreement and the any other Transaction Documentsstatute or common law principles of similar effect. (b) Each Seller Loan Party confirmsunderstands, on behalf of itself acknowledges and each other Releasing Party, that it and they (i) understand, acknowledge and agree agrees that the releases release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release and release. (iic) agree Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (cd) Each Seller Party, on behalf of itself and each other Releasing Party, Releasor hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee Released Party that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee Released Party on the basis of any Claim released, remised and discharged by any Releasing Party Releasor pursuant to and subject to the terms of Section 39(a) above. If any Releasor violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable and documented attorneys' fees and costs incurred by any Released Party as a result of such violation.

Release; Covenant Not to Sxx. (a) In consideration Effective upon the Closing, each of this Amendment Buyer and the agreements Laredo, on behalf of itself and waivers of the Agent and each Company set forth hereinits Affiliates, and for other good its and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Seller Party, and each of their respective successors and assigns (collectively, as the “Buyer Releasing Parties” and each, individually, as a “Releasing Party”), each hereby absolutelyforever, irrevocably and unconditionally and irrevocably releases, remises settles, cancels, discharges and forever discharges the Agent acknowledges to be fully and each Company and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, each Company finally satisfied any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all litigations, complaints, proceedings, disputes, controversies, suits, arbitrations, charges, audits, investigations, hearings, demands, rights, actions, causes of action, suitsdebts, accounts, covenants, contracts, controversies, agreementsagreements (including the SORC Agreements), promises, damages, costs, reimbursements, losses, compensation, liabilities, costs and expenses (including attorneys’ fees), penalties, dues, sums of money, accountsreckonings, liens, bonds, bills, reckoningsobligations, damages specialties, variances, trespasses, judgments, extends, executions and administrative grievances of any and all other claimsevery kind, counterclaimsnature or description whatsoever, defenses, rights of set off, demands and liabilities whatsoever of every name and nature now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, existing or claimed to exist, fixed or contingent, both at law and in equityequity (collectively, “Released Claims”), which any the Releasing Party Parties may hold, have had or may now or hereafter have or claim to have assert against the Releasees Company or Seller, or any of them their respective present or former officers, directors, equity holders, partners, members, managers, agents, representatives, employees, Affiliates, Subsidiaries, successors and assigns (collectively, the “Seller Released Parties”) for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever, for whatsoever related or on account ofattributable to the period, or in relation toarising during the period, from the beginning of time through and including the Closing; provided, however, that “Released Claims” shall not include other claims or in any way rights arising under or in connection with this Amendment or Agreement (the transactions hereunder, in each case which has arisen at any time on or prior to the Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the Releasees under this Amendment, the Existing Agreement and the other Transaction Documents“Non-Released Claims”). (b) Each Seller Party confirmsof Buyer and Laredo, on behalf of itself and each other Buyer Releasing Party, that it and they agrees that: (i) understandneither it nor Laredo or Buyer, acknowledge and agree that nor any of the releases set forth other Buyer Releasing Parties, will bring, file, institute, prosecute, maintain, participate in, or recover upon, either directly or indirectly, or encourage or benefit from the institution of, any Action or Proceeding, against any of the Seller Released Parties for or relating to any of the Released Claims (“Covenant Not To Sxx”), (ii) the release provided in Section 5.14(a) above (the “Seller Release”) may be pleaded by a Seller Released Party as a full and complete defense to any action or Proceeding (including described in clause (i) above) with respect to a Released Claim that is contrary to the terms of the Seller Release, and may be used asserted as a basis for an abatement of, or injunction against against, said action or Proceeding with respect to a Released Claim and as a basis for a cross-complaint for damages therein and (iii) in the event that any actionBuyer Releasing Party breaches the Covenant Not To Sxx, suit or other proceeding which any Seller Released Party aggrieved shall be entitled to recover not only the amount of any judgment that may be institutedawarded in favor of such aggrieved Seller Released Party, prosecuted but also such other damages, costs and expenses as may be incurred by such aggrieved Seller Released Party, including court costs and reasonable attorneys’ fees, in preparing the defense of, defending against or attempted in breach seeking and obtaining abatement of, or injunction against, such action or proceeding, and establishing and maintaining the applicability of the provisions of such release and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth aboveSeller Release. (c) Each Effective upon the Closing, Seller, on behalf of itself and its Affiliates, and its and their successors and assigns (collectively, the “Seller PartyReleasing Parties”), each hereby forever, irrevocably and unconditionally releases, settles, cancels, discharges and acknowledges to be fully and finally satisfied any and all Released Claims, which the Seller Releasing Parties may have had or may now or hereafter have or assert against the Buyer or Laredo, or any of their respective present or former officers, directors, equity holders, partners, members, managers, agents, representatives, employees, Affiliates, Subsidiaries, successors and assigns (collectively, the “Buyer Released Parties”) for, upon, or by reason of any matter, cause, or thing whatsoever related or attributable to the period, or arising during the period, from the beginning of time through and including the Closing; provided, however, that “Released Claims” shall not include the Non-Released Claims. (d) Seller, on behalf of itself and each other Seller Releasing Party, hereby absolutelyCovenants Not to Sxx any of the Buyer Released Parties for or relating to any of the Released Claims, unconditionally (ii) the release provided in Section 5.14(c) above (the “Buyer Release”) may be pleaded by a Buyer Released Party as a full and irrevocably covenants complete defense to any action or Proceeding (including described in clause (i) above) with respect to a Released Claim that is contrary to the terms of the Buyer Release, and agrees may be asserted as a basis for abatement of, or injunction against, said action or Proceeding with respect to a Released Claim and as a basis for a cross-complaint for damages therein and (iii) in the event that any Seller Releasing Party breaches the Covenant Not To Sxx, any Buyer Released Party aggrieved shall be entitled to recover not only the amount of any judgment that may be awarded in favor of each Releasee that it will not sxx (at lawsuch aggrieved Buyer Released Party, but also such other damages, costs and expenses as may be incurred by such aggrieved Buyer Released Party, including court costs and reasonable attorneys’ fees, in equitypreparing the defense of, in any regulatory proceeding defending against or otherwise) any Releasee on seeking and obtaining abatement of, or injunction against, such action or proceeding, and establishing and maintaining the basis applicability of any Claim released, remised and discharged by any Releasing Party pursuant to Section 3the Buyer Release.

Release; Covenant Not to Sxx. (a) In consideration of this Third Amendment and the agreements and waivers of the Administrative Agent and each Company the Consenting Lenders and Consenting Voting Participants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, on behalf of itself and each Seller Partyof its Restricted Subsidiaries, and each of their respective successors and assigns (collectively, as the “Releasing Parties” and each, individually, as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent and each Company of the Consenting Lenders and Consenting Voting Participants and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, each Company Consenting Lender and Consenting Voting Participant and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature now known or unknown, suspected or unsuspected, both at law and in equity, which any Releasing Party may 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, for or on account of, or in relation to, or in any way in connection with this the Third Amendment or the transactions hereunder, in each case which has arisen at any time on or prior to the Third Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 VIII shall affect continuing obligations of the Releasees under this Third Amendment, the Existing Amended Credit Agreement and the other Transaction Documents. (b) Each Seller Party Loan Documents The Borrower confirms, on behalf of itself and each other Releasing Party, that it and they (i) understand, acknowledge and agree that the releases 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 and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (c) Each Seller Party. The Borrower, on behalf of itself and each other Releasing Party, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to this Section 3VIII.

Release; Covenant Not to Sxx. (a) In consideration of this Amendment and the agreements and waivers of the Agent and each Company set forth herein, contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Borrower and each Seller PartyGuarantor, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives (the Borrower, each of their respective successors Guarantor and assigns (collectively, all such other Persons being hereinafter referred to collectively as the “Releasing Parties” and each, individually, individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Agent, each Lender, and each Company and of their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (the Agent, each Company Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from any and all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature now nature, known or unknownsuspected, suspected or unsuspected, both at law and or in equity, which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoeverwhatsoever which arises at any time on or prior to the date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment Amendment, the Credit Agreement, any of the other Credit Documents or any of the transactions hereunder, hereunder or thereunder. Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in each case which has arisen at any time on or Claims against any Releasee prior to the Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the Releasees under this Amendment, the Existing Agreement and the other Transaction Documentsdate hereof. (b) Each Seller Party confirms, on behalf of itself The Borrower and each other Releasing PartyGuarantor understands, that it acknowledges and they (i) understand, acknowledge and agree agrees that the releases release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release release. (c) The Borrower and (ii) agree each Guarantor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (cd) Each Seller Party, on behalf of itself and each other Releasing Party, Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to and subject to the terms of Section 312(a) above. If any Releasing Party violates the foregoing covenant, each Credit Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release; Covenant Not to Sxx. (a) In consideration of this Amendment and the agreements and waivers of the Administrative Agent and each Company set forth herein, contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Borrower and each Seller PartyGuarantor, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives (the Borrower, each of their respective successors Guarantor and assigns (collectively, all such other Persons being hereinafter referred to collectively as the “Releasing Parties” and each, individually, individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent Administrative Agent, each Lender, and each Company and of their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (the Administrative Agent, each Company Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from any and all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature now nature, known or unknownsuspected, suspected or unsuspected, both at law and or in equity, which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoeverwhatsoever which arises at any time on or prior to the date of this Amendment, for or on account of, or in relation to, or in any way in connection with this Amendment Amendment, the Credit Agreement, any of the other Credit Documents or any of the transactions hereunder, hereunder or thereunder. Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in each case which has arisen at any time on or Claims against any Releasee prior to the Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the Releasees under this Amendment, the Existing Agreement and the other Transaction Documentsdate hereof. (b) Each Seller Party confirms, on behalf of itself The Borrower and each other Releasing PartyGuarantor understands, that it acknowledges and they (i) understand, acknowledge and agree agrees that the releases release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release release. (c) The Borrower and (ii) agree each Guarantor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (cd) Each Seller Party, on behalf of itself and each other Releasing Party, Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to and subject to the terms of Section 39(a) above. If any Releasing Party violates the foregoing covenant, each Credit Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Release; Covenant Not to Sxx. (a) In consideration of this First Amendment and the agreements and waivers of the Administrative Agent and each Company the Consenting Lenders and Consenting Voting Participants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, on behalf of itself and each Seller Partyof its Restricted Subsidiaries, and each of their respective successors and assigns (collectively, as the “Releasing Parties” and each, individually, as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent and each Company of the Consenting Lenders and Consenting Voting Participants and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, each Company Consenting Lender and Consenting Voting Participant and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature now known or unknown, suspected or unsuspected, both at law and in equity, which any Releasing Party may 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, for or on account of, or in relation to, or in any way in connection with this the First Amendment or the transactions hereunder, in each case which has arisen at any time on or prior to the First Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 VII shall affect continuing obligations of the Releasees under this First Amendment, the Existing Amended Credit Agreement and the other Transaction Documents. (b) Each Seller Party Loan Documents The Borrower confirms, on behalf of itself and each other Releasing Party, that it and they (i) understand, acknowledge and agree that the releases 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 and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (c) Each Seller Party. The Borrower, on behalf of itself and each other Releasing Party, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Releasing Party pursuant to this Section 3VII.

Release; Covenant Not to Sxx. (a) In consideration KNIT, for and on behalf of this Amendment itself and the agreements its Related Parties, does hereby unequivocally release and waivers of the Agent and each Company set forth hereindischarge, and for other good and valuable considerationhold harmless, the receipt Company and sufficiency any of which is hereby acknowledgedits former, each Seller Partycurrent or future officers, directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, subsidiaries, financing sources, affiliates (including, without limitation, controlling persons), officers, directors, members, managers and employees of affiliates, principals, and each any heirs, executors, administrators, successors or assigns of their respective successors and assigns any said person or entity (collectively, as the “Releasing Related Parties” and each, individually, as a “Releasing Party”), hereby absolutelyfrom any and all past, unconditionally and irrevocably releasespresent, remises and forever discharges the Agent and each Company and their respective successors and assignsdirect, indirect, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, each Company and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demandsderivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsinjuries, reckoningshxxxx, damages, judgments, remedies, extents, executions, demands, liens and damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name kind and nature now nature, in law, equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, both at law and foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement (collectively, “Actions”), that in equityany way arises from or out of, which any Releasing Party may hold, have or claim to have against the Releasees or any of them for, are based upon, or by reason of any circumstance, action, cause or thing whatsoever, for or on account of, or in relation to, or in any way are in connection with this Amendment or the transactions hereunder, in each case which has arisen at any time on or prior relate to the Amendment Effective Date; provided that for the avoidance of doubt, nothing in this Section 3 shall affect continuing obligations of the Releasees under this Amendment, the Existing Exchange Agreement and the other Transaction Documentsagreements and documents contemplated hereby or thereby, (ii) any breach, non-performance, action or failure to act under the Exchange Agreement and (iii) the transaction, including the events leading to the reversal of the transaction (collectively, the “Released Claims”); provided, however, that the Company shall be released from any breach, non-performance, action or failure to act under this Agreement. (b) Each Seller Party confirmsIt is understood and agreed that, except as provided in the proviso to Section 3(a), the preceding paragraph is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of KNIT and its Related Parties relating to or arising out of the Exchange Agreement. Therefore, KNIT expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims which KNIT does not know or suspect to exist in its favor at the time of executing the release, which if known by KNIT must have affected such KNIT’s settlement with the other. In connection with such waiver and relinquishment, KNIT acknowledges that it or its attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is its intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the release herein given shall be and remain in effect as a full and complete release with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. (c) Except as provided in the proviso to Section 3(a), KNIT, on behalf of itself and its Related Parties, hereby covenants to each other Releasing PartyParty and their respective Related Parties not to, that it and they with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (iincluding a third party or derivative claim) understand, acknowledge and agree that the releases 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 Party and/or its Related Parties relating to any Released Claim. The covenants contained in breach of the provisions of such release and (ii) agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (c) Each Seller Party, on behalf of itself and each other Releasing Party, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis this Section 3 shall survive this Agreement indefinitely regardless of any Claim released, remised and discharged by any Releasing Party pursuant to Section 3statute of limitations.