Common use of Release Clause in Contracts

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent Agent, Issuing Lender and the Lenders to enter into this Amendmenteach Lender, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or agent); (ii) association which may be responsible or liable for the Borrower does not have any offset right, counterclaim, right of recoupment acts or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each omissions of the Administrative Agent Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever (if any)whatsoever, whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, xxxxxx or inchoate, known or unknown, which unknown that the Borrower might otherwise have against the Administrative Agent, any Lender Releasing Parties (or any of their respective directorsthem) have or may have, officersagainst the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, employees other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or agentsany of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in either case (A) agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or (B)other proceeding which may be instituted, on account prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any past jurisdiction that would or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause could have the effect of action, defense, circumstance limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or matter suspect to exist as of any kindthe date hereof.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower each Loan Party acknowledges and agrees that: (ia) the Borrower such Loan Party does not have any claim or cause of action against the Administrative Agent Agent, the Issuing Bank or any Lender (or any of their its respective directors, officers, employees or agentagents); (iib) the Borrower such Loan Party does not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its respective obligations, indebtedness or liabilities to the Administrative Agent Agent, the Issuing Bank or any Lender; and (iiic) each of the Administrative Agent Agent, the Issuing Bank and the Lenders has each Lender have heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerLoan Parties. The Borrower Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Issuing Bank’s and the Lenders’ or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, the Borrower each Loan Party unconditionally releases, waives and forever discharges (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent Agent, the Issuing Bank or any Lender to the Borrowersuch Loan Party, except the obligations to be performed by any Administrative Agent, the Administrative Agent Issuing Bank or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower such Loan Party might otherwise have against the Administrative Agent, the Issuing Bank, any Lender or any of their respective its directors, officers, employees or agents, in either case (Ai) or (Bii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce As a material part of the consideration of Administrative Agent entering into, and the Required Lenders to enter into consenting to, this Amendment, Borrower hereby releases and forever discharges Administrative Agent, the Borrower acknowledges Lenders and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective directorssuccessors, assigns, officers, employees or agentmanagers, directors, shareholders, employees, agents, attorneys, representatives, parent corporations, subsidiaries, and affiliates (all the foregoing, collectively, the “Releasees” and individually, a “Releasee”); (ii) the Borrower does not have , jointly and severally from any offset rightand all claims, counterclaimcounterclaims, right of recoupment or any defense of any kind against the Borrower’s obligationsdemands, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsdamages, actsdebts, omissionsagreements, eventscovenants, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interestssuits, contracts, collateral security or remedies. Thereforeobligations, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligationsaccounts, dutiesoffsets, promises or indebtedness rights, actions and causes of action of any kind of the Administrative Agent or any Lender to the Borrowernature whatsoever, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) including all claims, offsetsdemands, and causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any)action for contribution and indemnity, whether arising at law or in equity, whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which the Borrower might otherwise may have or claim to have against the Releasees (or any one or more of them); provided, however, that neither Administrative Agent, Agent nor any Lender nor any other Releasee shall be released hereby from: (i) any obligation to pay to Borrower any amounts that Borrower may have on deposit with Administrative Agent or any of their respective directors, officers, employees or agentsLender, in either case (A) accordance with applicable laws and the terms of the documents establishing any such deposit relationship; or (B), on account ii) any claim (including without limitation any claim for breach of the Credit Agreement or other Loan Document) arising from any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance inaction or matter conduct of any kindAdministrative Agent or the Lenders or the other Releasees after the effective date of this Amendment.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower each Loan Party acknowledges and agrees that: (i) the Borrower does not have no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees employees, agents or agentrepresentatives); (ii) the Borrower does not have no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against the Borrowerany Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerBorrowers and, as applicable, the Guarantors. The Borrower Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowerany Loan Party, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Loan Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower any Loan Party might otherwise have against the Administrative Agent, Agent or any Lender or (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

Release. In order consideration of the severance benefits offered to induce me by Ingevity Corporation (the Administrative Agent “Company”) under the Severance and Change of Control Agreement dated as of _______________ (the Lenders to enter into this Amendment“Agreement”) and other consideration, I on behalf of myself, and on behalf of my heirs, administrators, representatives, successors, and assigns (the Borrower acknowledges “Releasors”), hereby release acquit and agrees that: (i) forever discharge the Borrower does not have any claim or cause Company, all of action against the Administrative Agent or any Lender (or any its past, present and future subsidiaries and affiliates and all of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset rightemployees, counterclaimagents, right of recoupment or any defense of any kind against the Borrower’s obligationstrustees, indebtedness or liabilities to the Administrative Agent or any Lender; partners, shareholders, consultants, independent contractors and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner representatives, all of its obligations to their respective heirs, successors, and assigns and all persons acting by, through, under or in concert with them (the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A“Releasees”) from any and all liabilitiesclaims, charges, complaints, obligations, dutiespromises, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borroweragreements, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendmentcontroversies, the Credit Agreement and the other Loan Documentsdamages, and (B) all claimsremedies, offsetsdemands, actions, causes of action, right of recoupmentsuits, suits or defenses of any kind whatsoever (if any)rights, whether arising at law or in equitycosts, whether known or unknowndebts, which expenses and liabilities that the Borrower Releasors might otherwise have against asserted arising out of my employment with the Administrative AgentCompany and its subsidiaries and affiliates, including the termination of that employment. However, the Releasors are not releasing any Lender rights under (i) any qualified employee retirement plan; (ii) any claim for compensation and benefits to be provided to me under the Agreement; (ii) any claim for vested benefits or benefits that I am otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of their respective directorsthe Affiliated Companies at or subsequent to the Date of Termination; (iii) any claim related to my indemnification as an officer, officers, employees director and employee of the Affiliated Companies under the Company’s Certificate of Incorporation or agents, in either case (A) By-Laws; or (Biv) any rights or claims that may arise after the date on which I sign this release (the “Release”). Those rights shall survive unaffected by this Release. I understand that, as a consequence of my signing this Release, I am giving up any and all rights I might otherwise have with respect to my employment and the termination of that employment including but not limited to rights under (1) the Age Discrimination in Employment Act of 1967, as amended; (2) any and all other federal, state, or municipal laws prohibiting discrimination in employment on account the basis of sex, race, national origin, religion, age, handicap, or other invidious factor, or retaliation; and (3) any past and all theories of contract or presently existing conditiontort law related to my employment or termination thereof, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance whether based on common law or matter of any kind.otherwise. I acknowledge and agree that:

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the The Borrower hereby acknowledges and agrees that: (ia) the Borrower does not have neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender (or any of their respective directorsAffiliates, officers, employees directors, employees, attorneys, consultants or agent); agents) under the Credit Agreement and the other Loan Documents (iiand each other document entered into in connection therewith) and the transactions contemplated thereby, and (b) the Borrower does not have any offset rightAdministrative Agent, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Collateral Agent and the Lenders each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s Obligors and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, their Affiliates under the Credit Agreement and the other Loan DocumentsDocuments (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, the Borrower (Bfor itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, offsetsobligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityeach case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which the Borrower might otherwise any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document (or any other document entered into in connection therewith), or any act, event or transaction related or attendant thereto, or the agreements of the Administrative Agent, the Collateral Agent or any Lender contained therein, or the possession, use, operation or control of any of their respective directorsthe assets of the Borrower, officers, employees or agents, in either case (A) or (B), on account the making of any past Loans or presently existing conditionother advances, act, omission, event, contract, liability, obligation, indebtedness, claim, cause or the management of action, defense, circumstance such Loans or matter of any kindadvances or the Collateral.

Release. In order to induce the Administrative Agent By execution of this Agreement, Borrowers acknowledge and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does confirm that Borrowers do not have any claim actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or cause in equity, matured or unmatured, vested or contingent arising out of action or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the Administrative Agent or any Lender (or any extent that such actions, causes of their respective action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or agentinsurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”); (ii) the Borrower does not have , of and from any offset rightand all actions, counterclaimcauses of action, right of recoupment or any defense damages, claims, obligations, liabilities, costs, expenses and demands of any kind against the Borrower’s obligationswhatsoever, indebtedness at law or liabilities to the Administrative Agent in equity, matured or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility unmatured, vested or contingent, that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) Releasing Parties has against any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent Released Parties, arising out of or any Lender relating to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this AmendmentAgreement, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits Documents which Releasing Parties ever had or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise now have against the Administrative Agentany Released Party, including, without limitation, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing conditionclaim or defense whether or not presently suspected, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance contemplated or matter of any kindanticipated.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower each Loan Party acknowledges and agrees that: (ia) the Borrower such Loan Party does not have any claim or cause of action against the Administrative Agent Agent, the L/C issuer or any Lender (or any of their its respective directors, officers, employees or agentagents); (iib) the Borrower such Loan Party does not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its respective obligations, indebtedness or liabilities to the Administrative Agent Agent, the L/C Issuer or any Lender; and (iiic) each of the Administrative Agent Agent, the L/C Issuer and the Lenders each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerLoan Parties. The Borrower Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the L/C Issuer’s and the Lenders’ or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, the Borrower each Loan Party unconditionally releases, waives and forever discharges (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent Agent, the L/C Issuer or any Lender to the Borrowersuch Loan Party, except the obligations to be performed by any Administrative Agent, the Administrative Agent L/C Issuer or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower such Loan Party might otherwise have against the Administrative Agent, the L/C Issuer, any Lender or any of their respective its directors, officers, employees or agents, in either case (Ai) or (Bii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce the Administrative Agent and the Lenders Current Noteholders to enter into this AmendmentAgreement, the Borrower acknowledges Obligors acknowledge and agrees agree that: (ia) neither the Borrower does not have Company nor any of its Subsidiaries has any claim or cause of action against any of the Administrative Agent or any Lender Current Noteholders (or any of their respective directors, trustees, officers, employees employees, attorneys, advisors or agentagents) relating to or arising out of the Existing Note Agreement, the Existing Notes, the Subsidiary Guaranty, the Existing Pledge Agreement, the Existing Sharing Agreement or any agreement entered into in connection therewith (collectively, the “Existing Financing Documents”); (iib) neither the Borrower does not have Company nor any of its Subsidiaries has any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of their respective obligations, indebtedness or liabilities to any of the Administrative Agent or any LenderCurrent Noteholders; and (iiic) each of the Administrative Agent Current Noteholders and the Lenders Collateral Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompany and its Subsidiaries under the Existing Financing Documents. The Borrower wishes Obligors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Current Noteholders’ or the Collateral Agent’s and the Lenders’ rights, interests, contracts, collateral security or remediesremedies under the Existing Financing Documents, whether known or unknown, as applicable. Therefore, each of the Borrower Obligors (in the case of the Subsidiary Guarantors, pursuant to the acknowledgement and agreement on the signature pages hereto) unconditionally releases, waives and forever discharges (Ax) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Current Noteholders and the Collateral Agent to the Company or any Lender to the Borrowerof its Subsidiaries, except the obligations to be performed by the Administrative Agent or any Lender of them on or after the date hereof as expressly stated in the Financing Documents, as such obligations may be modified pursuant to the terms of this Amendment, the Credit Agreement and the other Loan DocumentsAgreement, and (By) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower Company or its Subsidiaries might otherwise have against any Current Noteholder, the Administrative Agent, any Lender Collateral Agent or any of their respective directors, trustees, officers, employees or agents, in either case (Ax) or (By), whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Neither the Collateral Agent nor any Current Noteholder shall be liable with respect to, and the Company and each Subsidiary Guarantor hereby waives, releases and agrees not to xxx for, any special, indirect or consequential damages relating to this Agreement or any other Financing Document or arising out of its activities in connection herewith or therewith (whether before, on or after the date hereof).

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility hereby represents and warrants that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan DocumentsDocuments are enforceable in accordance with their respective terms (except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar law affecting creditors’ rights generally and by general principles of equity) and are not subject to any defenses or offsets of any kind whatsoever (B“Defenses”) all and that there are no liabilities, claims, offsetssuits, debts, liens, losses, causes of action, right of recoupmentdemands, suits rights, damages or defenses costs, or expenses of any kind whatsoever (if any)kind, whether arising at law character or in equitynature whatsoever, whether known or unknown, fixed or contingent (collectively, the “Claims”), which the Borrower might otherwise may have or claim to have against the Administrative AgentAgent or any Lender, any Lender or any of their respective directorsaffiliates, agents, employees, officers, employees or agentsdirectors, in either case representatives, attorneys, successors and assigns (A) or (Bcollectively, the “Lender Released Parties”), which might arise out of or be connected with or related to any act of commission or omission of the Lender Released Parties existing or occurring on account or prior to the date of this Amendment relating to or arising out of or in connection with the Obligations or any past Loan Document or presently existing conditionany other agreement or transaction contemplated thereby. In furtherance of the foregoing, actthe Borrower hereby waives, omissionreleases, eventacquits and forever discharges the Lender Released Parties from any and all (i) Defenses which it may have as of the date hereof in connection with or relating to the Credit Agreement or any other Loan Document, contractand (ii) Claims that the Borrower may have or claim to have as of the date hereof, liabilityrelating to or arising out of or in connection with or relating to the Obligations or any Loan Document or any other agreement or transaction contemplated thereby or any action taken in connection therewith from the beginning of time up to and including the date of the execution and delivery of this Amendment. The Borrower further agrees forever to refrain from commencing, obligationinstituting or prosecuting any lawsuit, indebtedness, claim, cause of action, defense, circumstance action or matter of other proceeding against any kindLender Released Parties with respect to any and all Claims expressly released herein.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Borrower Nexstar Entities acknowledges and agrees that: (i) none of the Borrower does not Nexstar Entities, Credit Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agentagents); (ii) none of the Borrower does not Nexstar Entities, Credit Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s Nexstar Entities', Credit Parties' or any of their Affiliates' obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerNexstar Entities, Credit Parties and any of their Affiliates. The Borrower Each of the Nexstar Entities, Credit Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s 's and the Lenders’ ' rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower Nexstar Entities, Credit Parties and each of their Affiliates unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower any Nexstar Entity, Credit Party or any of their Affiliates might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents (the Administrative Agent, the Lenders and their respective directors, officers, employees and agents, are collectively referred to herein as the "Lender Parties") in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.. Each of the Nexstar Entities, Credit Parties and each of their Affiliates agree not to sxx any of the Lender Parties or in any way assist any other person or entity in suing any of the Lender Parties with respect to any claim released herein. This release provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein

Release. In order Effective on the Closing Date, each Stockholder, for and on behalf of itself and each of its Affiliates, heirs, administrators, executors and assigns (each of the foregoing, a “Releasing Party”), hereby irrevocably and unconditionally releases and forever discharges East and its Subsidiaries and each other Person who is now, or who will have been at any time prior to induce the Administrative Agent Closing, an officer, director, direct or indirect stockholder, general partner, member or manager of East and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (its Affiliates or any of their respective directors, officers, employees present or agent); former Subsidiaries or Affiliates (ii) the Borrower does not have or a fiduciary of any offset right, counterclaim, right employee benefit plan of recoupment East or any defense of its Subsidiaries), and each Person controlling any kind against of the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and foregoing Persons (iii) each of the Administrative Agent foregoing, a “Released Party”), from any and the Lenders has heretofore properly performed all claims, rights, obligations, debts, liabilities, actions or causes of action of every kind and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsnature, actswhether foreseen or unforeseen, omissionscontingent or actual, eventsand whether now known or hereafter discovered, circumstances or matters would impair or otherwise adversely affect which any of the Administrative Agent’s and Releasing Parties had, now has or may in the Lenders’ rightsfuture have, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known against any Released Party arising through the date of this Agreement. Notwithstanding the foregoing, this release will not be deemed to waive and release any claims or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender rights of such Stockholder (i) as an officer or director of East or any of its Subsidiaries with respect to any claims or rights to indemnification, exculpation, reimbursement or advances of expenses under their respective directorsorganizational documents, officerseach as amended to date, employees under any agreement to which such Stockholder is a party or agentsunder the Merger Agreement, (ii) for accrued and earned, but unpaid wages through the date of such Stockholder’s termination of employment with East and its Subsidiaries, (iii) for unpaid reimbursements for duly incurred business expenses through the date of such Stockholder’s termination of employment with East and its Subsidiaries in either case accordance with applicable policies of East and its Subsidiaries, (Aiv) to participate in continuation coverage under the medical plans of East and its Subsidiaries pursuant to COBRA, or (Bv) that may not be waived under applicable Law (items (i) through (v) are “Carveouts”), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order By its execution hereof and in consideration of the mutual covenants contained herein and other accommodations granted to induce the Administrative Agent Loan Parties hereunder, each Loan Party, on behalf of itself and the Lenders to enter into this Amendmenteach of its Subsidiaries, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the Borrower acknowledges “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the Amendment Effective Date (and agrees that: (iall defenses that may arise out of any of the foregoing) the Borrower does not have of any claim nature, description, or cause of action kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any Lender (or any of Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees or agent); (ii) the Borrower does not have any offset rightemployees, counterclaimattorneys, right consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforeforegoing (collectively, the Borrower unconditionally releases“Released Parties”) arising out of, waives and forever discharges (A) any and all liabilitiesor relating to, obligationsthe Forbearance Agreement, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement Term Loan Agreement, the other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the other Loan Documents. Each Loan Party hereby acknowledges that the agreements in this Section 7 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Claims. In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and (B) hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this paragraph shall survive the termination or expiration of the Forbearance Period and the termination of the Loan Documents and the payment in full in cash of all claims, offsets, causes Obligations of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law the Loan Parties under or in equity, whether known or unknown, which respect of the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindTerm Loan Agreement and other Loan Documents and all other amounts owing thereunder.

Release. In order to induce the Administrative Agent Effective upon execution hereof, Gaiam Travel Parent and the Lenders to enter into this Amendmenteach Seller, the Borrower acknowledges on behalf of itself or himself, as applicable, and agrees that: (i) the Borrower does not have any claim its or cause of action against the Administrative Agent or any Lender (or any of his Affiliates and their respective directors, officers, directors and employees, hereby irrevocably waives, releases and discharges the Company and its officers, directors and employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right liabilities, losses, costs, damages, penalties, charges, expenses and all other forms of recoupmentliability or obligation whatsoever, suits or defenses of any kind whatsoever (if any), whether arising at in law or in equity, whether asserted or unasserted, known or unknown, which foreseen or unforeseen, arising prior to the Borrower might otherwise have against date hereof and relating to the Administrative AgentCompany, the Business, any Lender Purchased Share or any Contemplated Transactions (collectively, the “Released Claims”); provided, however, that the Released Claims shall exclude any claims arising from or relating to or in connection with (i) rights under this Agreement or any of the Collateral Agreements; (ii) in the case of Gaiam Travel Parent and its Affiliates, any of the claims pursuant to that certain Lease Agreement by and between Boulder Road LLC and the Company, dated as of April 30, 2015, as amended from time to time (the “Company Headquarters Lease”), to the extent set forth on Schedule 6.07; (iii) in the case of Gaiam Travel Parent and its Affiliates, any of the amounts due and payable to such Persons as set forth on Schedule 1.01(d); or (iv) in the case of Xxxxxxxx, (x) any claim to indemnification under and in accordance with the Organizational Documents of the Company as in effect on the date hereof, or (y) any ordinary course accrued liabilities and obligations incurred in connection with Xxxxxxxx’x employment by the Company prior to the date hereof (e.g., accrued salary, vacation, expense reimbursements, etc.). Each Seller and Gaiam Travel Parent expressly acknowledge that the release contained herein applies to all Released Claims as defined herein, whether such Released Claims are known or unknown, and include Released Claims which if known by the releasing party might materially affect its decision to effect the settlement contained herein. Each Seller and Gaiam Travel Parent have considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement. Without limiting the generality of the foregoing, each Seller and Gaiam Travel Parent expressly waive any and all rights conferred upon them by any Applicable Law that provides that a release does not extend to claims which the releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by the releasing party would have materially affected the releasing party’s settlement with the released parties. This Agreement constitutes a complete defense of any and all Released Claims. Each Seller and Gaiam Travel Parent agree that such Seller and Gaiam Travel Parent will not seek, nor will such Seller or Gaiam Travel Parent be entitled to, reimbursement or contribution from, subrogation to, or indemnification by the Company, under their respective directorsOrganizational Documents, officersthis Agreement, employees Applicable Laws or agentsother legal requirements or otherwise, in either case (A) or (B), on account respect of any past amounts due from any Seller or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance Gaiam Travel Parent to any Purchaser Party under Article VII or matter of any kindotherwise in connection with this Agreement.

Release. In order to induce Effective as of the Administrative Agent and Effective Date, each of the Lenders to enter into this AmendmentParties, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause on behalf of action against the Administrative Agent or any Lender himself (or any herself or itself) and his (or her or its assigns), heirs, beneficiaries, representatives, agents and affiliates (the “Releasing Parties”), hereby fully and finally releases, acquits and forever discharges each of the other Parties and each of their respective present and former officers, directors, officersemployees, employees or agent); agents, predecessors, successors, assigns, insurers and attorneys (iithe “Released Parties”) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right liabilities, losses, costs, damages, penalties, charges, expenses and all other forms of recoupmentliability or obligation whatsoever, suits or defenses of any kind whatsoever (if any), whether arising at in law or in equity, whether asserted or unasserted, known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender foreseen or any of their respective directors, officers, employees or agents, in either case unforeseen (A) or (B“Claims”), on arising prior to the Effective Date and relating to such Releasing Party’s ownership of equity of Parsley LLC prior to the Effective Date or otherwise arising from or relating to the transactions contemplated by this Agreement, including, but not limited to, the right to have the shares of Class A Common Stock received pursuant to the Reorganization registered for sale pursuant to the Registration Statement (collectively, the “Released Claims”); provided, however, that the Released Claims shall exclude any Claims arising from or relating to or in connection with (a) rights or obligations expressly set forth in this Agreement and (b) any claim or right to indemnification or advancement of expenses under the Parsley LLC Agreement as in effect prior to the Effective Date. Each Releasing Party expressly acknowledges that the release contained herein applies to all Released Claims, whether such Released Claims are known or unknown, and include Released Claims that if known by the Releasing Party might materially affect its decision to effect the release contained herein. Each Releasing Party has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement. Without limiting the generality of the foregoing, solely with respect to the Released Claims, each Releasing Party expressly waives any and all rights conferred upon it by any statute or rule of law that provides that a release does not extend to claims that the Releasing Party does not know or suspect to exist in its favor at the time of executing the release, which if known by the Releasing Party would have materially affected the Releasing Party’s release with the Released Parties. This Agreement constitutes a complete defense of any past and all Released Claims. Each Releasing Party further agrees not to initiate any litigation, lawsuit, claim or presently existing conditionaction against any Released Party with respect to any Released Claim, actexcept that the Releasing Party shall not be limited hereby from responding to, omissionjoining, eventprosecuting or being involved in any litigation, contractlawsuit, liabilityclaim or action brought against such Releasing Party in respect of a Released Claim, obligation, indebtedness, claim, cause of action, defense, circumstance nor from adjudicating whether or matter of any kindnot a Claim constitutes a Released Claim.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause consideration of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s 's and the Lenders’ rightsexecution of this Amendment, interestseach Loan Party, contractsindividually and on behalf of its respective successors (including any trustees acting on behalf of such Loan Party, collateral security or remedies. Thereforeand any debtor-in-possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates, hereby forever releases Administrative Agent in its capacity as Administrative Agent and each Lender, in its capacity as lender under the DIP Credit Agreement, and their respective successors, assigns, parents, Subsidiaries, and Affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the Borrower unconditionally releases, waives and forever discharges (A“Releasees”) from any and all debts, claims, demands, liabilities, obligationsresponsibilities, dutiesdisputes, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowercauses, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendmentdamages, the Credit Agreement actions and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever actions (if any), whether arising at law or in equity), and obligations of every nature whatsoever, whether known liquidated or unknownunliquidated, which the Borrower might otherwise whether matured or unmatured, whether fixed or contingent that such Loan Party has or may have against the Administrative AgentReleasees, any Lender or any of their respective directorsthem, officerswhich arise from or relate to any actions which the Releasees, employees or agentsany of them, have or may have taken or omitted to take in connection with the DIP Credit Agreement as amended herein or the other Loan Documents (including with respect to the Obligations and any third parties liable in whole or in part for the Obligations) in each case prior to the date hereof; provided, however, that for the avoidance of doubt this release does not apply to any items related to the Existing Second Lien Credit Agreement, any related loan document or the facility itself, the Senior Notes and any related indenture documentation or any claim related to the Existing Second Lien Credit Agreement, any related loan document, the Senior Notes or any related indenture documentation; provided, further, this release does not (a) apply to any release of the Releasees from any agreements, covenants, liabilities or obligations under any of the Loan Documents or in respect of the “Obligations” or (b) constitute a release of, or covenant not to xxx, in either case (A) or (B), on account respect of any past Releasee arising from the gross negligence, willful misconduct or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance fraud (actual or matter constructive) of any kindReleasee. This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the DIP Credit Agreement as amended hereby or the other Loan Documents.

Release. In order to induce Each of the Administrative Agent Borrower and the Lenders to enter into this Amendment, the Borrower Subsidiary Guarantor hereby acknowledges and agrees that: (ia) the Borrower does not have neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender (or any of their respective directorsAffiliates, officers, employees directors, employees, attorneys, consultants or agentagents) including, but not limited to, under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith); , and (iib) the Borrower does not have any offset rightAdministrative Agent, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Collateral Agent and the Lenders each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s Obligors and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, their Affiliates under the Credit Agreement and the other Loan DocumentsDocuments (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each of the Borrower and the Subsidiary Guarantor (Bfor itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, offsetsobligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityeach case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which the Borrower might otherwise any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document (or any other document entered into in connection therewith), or any act, event or transaction related or attendant thereto, or the agreements of the Administrative Agent, the Collateral Agent or any Lender contained therein, or the possession, use, operation or control of any of their respective directors, officers, employees or agents, in either case (A) or (B), on account the assets of any past of the Borrower or presently existing conditionthe Subsidiary Guarantor, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter the making of any kindLoans or other advances, or the management of such Loans or advances or the Collateral.

Release. In order As of the Effective Date, Borrower, PAC REIT, each of the other Credit Parties and each of their Subsidiaries and each of their past, present and future officers, directors, principals, employees, members, managers, shareholders, partners, agents, parents, subsidiaries and affiliates (hereinafter collectively referred to induce as the “Releasing Parties”), do hereby fully and forever release, discharge and acquit each of Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective past, present and future officers, directors, officersprincipals, employees, members, managers, shareholders, partners, agents, parents, subsidiaries and affiliates and their respective attorneys, accountants, legal representatives, agents and employees or agentand their respective successors, heirs and assigns (collectively, “Released Parties”); (ii) the Borrower does not have , of and from and against any offset rightand all claims, counterclaimdemands, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each duties, liabilities, damages, expenses, indebtedness, debts, breaches of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionscontract, acts, omissions, eventsmisfeasance, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsmalfeasance, causes of action, right sums of recoupmentmoney, suits accounts, compensation, contracts, controversies, promises, damages, costs, losses and remedies therefor, choses in action, rights of indemnity, rights of offsets, defenses or defenses liability of any kind type, kind, nature, description or character whatsoever (if anycollectively, the “Claims”), whether arising at law irrespective of how, why or in equityby reason of what facts, whether known or unknown, whether liquidated or unliquidated, contingent or non-contingent, which any Releasing Party may now have or heretofore have had, from the Borrower might otherwise have beginning of the world to the Effective Date, against any of the Administrative AgentReleased Parties (including any Claim arising in connection with (i) the Loan, the Collateral, any Lender notice of breach or default; (ii) the Released Parties’ acts, statements, conduct, representations and omissions made in connection with any of their respective directorsthe foregoing, officers(iii) all relationships between any of the Releasing Parties and the Released Parties and any course of conduct between or among any of them made in connection with any of the foregoing, employees and (vi) any fact, matter, transaction or agentsevent relating to any of the foregoing, in either case (A) whether known or (Bunknown), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. Each Loan Party may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Existing Credit Agreement or the other Loan Documents. The agents and lenders under the Existing Credit Agreement, and each Loan Party desires to resolve each and every one of such Claims in conjunction with the execution of this Agreement and thus each Loan Party makes the releases contained in this Section 9.17. In order to induce consideration of Agents and the Administrative Agent Lender Parties entering into this Agreement, each Loan Party hereby fully and unconditionally releases and forever discharges each of the Agents (and their predecessors) and the Lenders to enter into this Amendment(in their capacities as such under the Existing Credit Agreement), the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); employees, subsidiaries, Affiliates, attorneys, agents and representatives, (ii) collectively, in their capacities as such under the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeExisting Credit Agreement, the Borrower unconditionally releases“Released Parties”), waives of and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsallegations, causes of action, right costs or demands and liabilities, of recoupmentwhatever kind or nature, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityup to and including the date on which this Agreement is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which the Borrower might otherwise any Loan Party has, had, claims to have had or hereafter claims to have against the Administrative AgentReleased Parties by reason of any act or omission on the part of the Released Parties, any Lender or any of their respective directorsthem, officersoccurring prior to the date on which this Agreement is executed, employees including all such loss or agentsdamage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Agreement is executed, regarding or relating to the Existing Credit Agreement, any of the Loan Documents (as in either case (A) or (Beffect immediately prior to the Effective Date), on account the borrowings or other extensions of credit or financial accommodations thereunder or any of the other Obligations thereunder, including administration or enforcement thereof (collectively, the “Claims”). Each Loan Party represents and warrants that it has no knowledge of any past Claim by it against the Released Parties or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindfacts or acts of omissions of the Released Parties which on the Effective Date would be the basis of a Claim by such Person against the Released Parties which is not released hereby. Each Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims. Notwithstanding anything to the contrary contained herein, the foregoing release shall not be applicable to the extent a court of competent jurisdiction has determined the Released Parties have acted with gross negligence, bad faith or willful misconduct in connection with any such Claims.

Release. In order to induce Effective as of the Administrative Agent Closing Date, each of Parent and the Lenders Surviving Corporation (each, a “Parent Releasor”), on behalf of itself and its heirs, legal representatives, successors, assigns and controlled Affiliates, hereby releases, acquits and forever discharges, to enter into this Amendmentthe fullest extent permitted by Law, each of the Fully-Diluted Stockholders, the Borrower acknowledges Representative, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective directorsAffiliates, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent Fully-Diluted Stockholders’, Representative’s and such Affiliates’ respective past, present or future officers, managers, directors, trustees, shareholders, partners, members, beneficiaries, employees, counsel and agents, in each case, in their respective capacities as a direct or indirect stockholder of the Lenders has heretofore properly performed and satisfied Company, in a timely manner all of its obligations connection with the direct or indirect investment in the Company or, to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsextent applicable, actsin their capacity as a director, omissionsofficer, events, circumstances agent or matters would impair or otherwise adversely affect any service provider of the Administrative Agent’s Company (each, a “Seller Releasee”), of, from and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) against any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right claims, demands, damages, judgments, debts, dues and suits of recoupmentevery kind, suits nature and description whatsoever (collectively, “Claims”) which such Parent Releasor or defenses its heirs, legal representatives, successors, assigns or controlled Affiliates ever had, now has or may have on or by reason of any kind matter, cause or thing whatsoever (if any), whether prior to the Effective Time resulting or arising at law from or in equity, whether known relating to the Seller Releasee’s status as a direct or unknown, which indirect stockholder of the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agentsCompany, in either case connection with the direct or indirect investment in the Company or, to the extent applicable, in their capacity as a director, officer, agent or service provider of the Company. Notwithstanding the foregoing, each Parent Releasor and its respective heirs, legal representatives, successors, assigns and controlled Affiliates retain, and do not release, their rights and interests (Ax) under this Agreement or the transactions contemplated hereby, (B)y) with respect to any Claim or Liability solely to the extent resulting from a Seller Releasee’s fraud, on account of any past intentional misrepresentation or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.criminal act or

Release. In order consideration for the accommodations provided pursuant to induce the Administrative this Amendment, and acknowledging that Agent and the Lenders to enter will be specifically relying on the following provisions as a material inducement in entering into this Amendment, and for other good and valuable consideration, the Borrower acknowledges receipt and agrees that: (i) sufficiency of which is hereby acknowledged, Borrowers and Guarantor hereby releases, remises and forever discharges Agent and the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of Lenders and their respective agents, servants, employees, directors, officers, employees or agent); attorneys, accountants, consultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives and forever discharges (A“Released Parties”) from any and all claims, damages, losses, demands, liabilities, obligations, duties, promises actions and causes of action whatsoever (whether arising in contract or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documentstort, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity), whether known or unknown, which matured or contingent, liquidated or unliquidated, in any way arising from, in connection with, or in any way concerning or relating to the Borrower might otherwise have against Loan Agreement, the Administrative Agentother Loan Documents, and/or any Lender or dealings with any of their respective directorsthe Released Parties in connection with the transactions contemplated by such documents or this Amendment prior to date hereof. This release shall be and remain in full force and effect notwithstanding the discovery by Borrowers and Guarantor after the date hereof (a) of any new or additional claim against any Released Party, officers(b) of any new or additional facts in any way relating to the subject matter of this release, employees or agents, in either case (Ac) that any fact relied upon by it was incorrect or (B), on account of d) that any past representation made by any Released Party was untrue or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defensethat any Released Party concealed any fact, circumstance or matter claim relevant to Borrowers’ and Guarantor’s execution of this release; provided, however, this release shall not extend to any kindclaims arising after the execution of this Amendment.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees the Guarantors acknowledge and agree that: (ia) the Borrower does they do not have any claim or cause of action against the Administrative Agent or any Lender of the Lenders (or any of their respective directors, officers, employees or agentagents); (iib) the Borrower does they do not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lenderand the Lenders; and (iiic) each of the Administrative Agent and the Lenders has have heretofore properly performed and satisfied in a timely manner all of its their obligations to the BorrowerBorrower and the Guarantors. The Borrower wishes and the Guarantors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and 's or the Lenders’ ' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Guarantors unconditionally releasesrelease, waives waive and forever discharges discharge (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of either of the Administrative Agent or any Lender of the Lenders to the BorrowerBorrower or any Guarantor, except the obligations to be performed by the Administrative Agent or any Lender on or after and the date hereof Lenders as expressly stated in this Amendment, the Credit Agreement Agreement, as amended hereby, and the other Loan Credit Documents, and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or any Guarantor might otherwise have against the Administrative Agent, Agent or any Lender of the Lenders or any of their respective directors, officers, employees or agents, in either case (Ai) or (B), ii) on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindkind whatsoever arising or occurring on or prior to the date of this Amendment. Except as prohibited by law, the Borrower and the Guarantors hereby waive any right they may have to claim or recover in any litigation involving the Agent or any of the Lenders, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower and the Guarantors (A) certify that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to enforce the foregoing waivers, releases and discharges, and (B) acknowledge that the Agent and the Lenders have been induced to enter into this Amendment by, among other things, the waivers, releases, discharges and certifications contained herein. The waivers, releases and discharges in this paragraph shall be effective regardless of any other event that may occur or not occur on or after the date hereof.

Release. In order to induce the Administrative Agent Each Borrower, on behalf of itself and the Lenders to enter into this Amendmentits affiliates, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, liabilities, responsibilities, disputes, obligations, expenses and damages (collectively, the Borrower acknowledges “Claims”) any of them may have or allege to have as of the date of this Amendment (and agrees that: (iall defenses that may arise out of any of the foregoing) the Borrower does not have of any claim nature, description, or cause of action kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent either Lender or any Lender (Holder, or any of their respective subsidiaries, affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees or agent); (ii) the Borrower does not have any offset rightemployees, counterclaimattorneys, right consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent foregoing (collectively, the “Released Parties”) arising out of the Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties under the Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement and the Lenders has heretofore properly performed and satisfied Loan Documents; provided that nothing in a timely manner all this Amendment shall be deemed to release Lender from any of its obligations under the Loan Agreement or Holder from any of its obligations under the Existing Warrant Agreement. Each Borrower hereby acknowledges that the agreements in this Section 6 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the BorrowerClaims. The In entering into this Amendment, each Borrower wishes to eliminate expressly disclaims any possibility that reliance on any past conditionsrepresentations, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect omissions by any of the Administrative Agent’s Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 6 shall survive (i) the entry into the Loan Agreement and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeLoan Documents, the Borrower unconditionally releases, waives and forever discharges (A) any and payment in full of all liabilities, obligations, duties, promises Secured Obligations of Borrowers under or indebtedness of any kind in respect of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Loan Agreement and the other Loan Documents, Documents and all other amounts owing thereunder and the termination of all such Loan Documents and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses the exercise by Holder of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which and all of its rights under the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindExisting Warrant Agreement.

Release. In order (a) Employee irrevocably and unconditionally releases Employer, its parent corporation, successors, heirs, assigns, directors, shareholders, trustees, officers, employees, servants, agents (and former directors, shareholders, trustees, officers, employees, servants, and agents), attorneys, executors, administrators, insurers, subsidiaries and affiliated companies from any and all claims, charges, complaints, grievances, contracts, liabilities, obligations, demands, promises, reimbursements, causes of action, costs, debts, expenses, damages (including, but not limited to induce the Administrative Agent actual damages, compensatory damages, special damages, liquidated damages, and the Lenders punitive damages) of any kind directly or indirectly, known or unknown, suspected or unsuspected, arising out of or related to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does employment of Employee by Employer, (ii) the termination of Employee’s employment or the circumstances leading up to Employee’s termination of employment, and (iii) any other act or occurrence pre-dating Employee’s execution of this Agreement. (b) Employee acknowledges and agrees that Employee has read this Agreement. Employee also acknowledges and agrees that Employee understands the terms of this Agreement. Employee further acknowledges and agrees that Employee is entering into this Agreement deliberately, knowingly, and voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences relating to the extinguishment of all obligations. Employee also acknowledges and agrees that Employer has advised Employee to seek the advice of Employee’s own attorney prior to executing this Agreement regarding the terms and conditions of this Agreement. (c) Employee understands that this Agreement releases Employer from all liability, past or present, arising out of or related to Employee’s employment, termination of employment and the circumstances leading up to Employee’s termination of employment, and any other act or occurrence pre-dating Employee’s execution of this Agreement, including, but not have limited to, any claim rights or cause claims pursuant to (i) the Age Discrimination Act of action against the Administrative Agent or 1967 (“ADEA”) (29 U.S.C. § 626, et seq.), and any Lender (or any of their respective directors, officers, employees or agent)amendments thereto; (ii) the Borrower does Civil Rights Act of 1964 (“Title VII”) (42 U.S.C. § 2000e, et seq.), and any amendments thereto; (iii) the Civil Rights Statutes (42 U.S.C. §§ 1981, 1981a, and 1988), and any amendments thereto; (iv) the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. § 12101, et seq.), and any amendments thereto; (v) the Employee Retirement Income Security Act (“ERISA”) (29 X.X.X. §0000 et seq.), and any amendments thereto; (vi) Hawaii’s Employment Practices Act (Haw. Rev. Stat. ch. 378), and any amendments thereto; (vii) all applicable state and federal wage and hour laws, and any amendments thereto; (viii) all claims based on common law sounding in tort, contract, implied contract, negligence and/or gross negligence, including, but not have any offset rightlimited to promissory estoppel, counterclaimquantum meruit, right libel/slander, defamation, misrepresentation, emotional distress (negligent or intentional) fraud or deceit, unpaid wages, equitable claims, breach of recoupment or any defense contract, breach of any kind against the Borrower’s obligationscovenant of good faith and fair dealing, indebtedness or liabilities to the Administrative Agent or any Lenderbreach of fiduciary duty, wrongful discharge and/or termination, and violation of public policy; and (ix) any claim for attorneys’ fees or costs. Employee understands that nothing contained in this Agreement shall prohibit Employee from (i) bringing any action to enforce the terms of this Agreement or severance and other benefits due pursuant to the Employment Agreement or to enforce his other vested benefits and rights under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement; (ii) filing a timely charge or complaint with the Hawaii Civil Rights Commission (“HCRC”) or the Equal Employment Opportunity Commission (“EEOC”) regarding the validity of the Agreement; or (iii) each filing a timely charge or complaint with the HCRC or the EEOC or participating in any investigation or proceeding conducted by the HCRC or the EEOC regarding any claim of employment discrimination. This release does not extend to any severance or other obligations due Employee under the Employment Agreement or to Employee’s vested rights and benefits under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement. Nothing in this Agreement waives Employee’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Administrative Agent Company, state or federal law or policy of insurance. (d) Employee acknowledges and the Lenders has heretofore properly performed and satisfied in understands that there is a timely manner all of its obligations risk that subsequent to the Borrowerexecution of this Agreement, Employee may incur or suffer loss, damages, or injuries that are in some way related to or arising out of Employee’s employment with Employer or the termination thereof, but that are unknown and unanticipated at the time this Agreement is signed. The Borrower wishes Accordingly, Employee hereby assumes these risks and that this Agreement shall apply to eliminate all such unknown or unanticipated claims. (e) Employee acknowledges and understands that Employee is not waiving any possibility future rights or claims that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or might arise after the date hereof as expressly stated this Agreement is signed by Employee. (f) Employee acknowledges and understands that Employer does not make nor has made any representations to force or induce Employee to sign this Agreement other than what is specifically provided for in this AmendmentAgreement. Furthermore, the Credit Agreement Employee acknowledges and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindunderstands that Employee is under no obligation to sign this Agreement.

Release. In order to induce (a) Representative acknowledges that he or she is aware of no existing claim or defense, personal or otherwise, or rights of set off whatsoever that Representative has against the Administrative Agent Company, Company Bank, First Foundation and/or First Foundation Bank, except as expressly provided herein. For and in consideration of the consummation of the Merger and the Lenders to enter into this Amendmentother transactions contemplated by the Merger Agreement, Representative, for himself or herself and on behalf of his or her heirs and assigns (the Borrower acknowledges “Releasing Parties”), releases, acquits and agrees that: (i) forever discharges the Borrower does not have any claim Company, Company Bank, First Foundation and First Foundation Bank and their respective predecessors, successors, assigns, officers, directors, employees, agents and servants, attorneys and accountants, and all persons, natural or cause of action against the Administrative Agent or any Lender (corporate, in privity with them or any of their respective directorsthem, from any and all known claims or causes of action of any kind whatsoever, at common law, statutory or otherwise, which the Releasing Parties, or any of them, has now existing or that may hereafter arise in respect of any and all agreements and obligations incurred on or prior to the date of this Agreement, or in respect of any event occurring or circumstances existing on or prior to the date of this Agreement (collectively, the “Released Claims”); provided, however, that the Company, Company Bank, First Foundation and First Foundation Bank shall not be released from: (a) any obligations to Representative under or arising out of this Agreement or the Merger Agreement; (b) any rights Representative has as an equity holder of the Company; (c) any claims of Representative arising out of Representative’s relationship as a depositor and/or borrower of Company Bank; (d) any potential claim for indemnification under the articles of incorporation or bylaws of the Company or Company Bank (in each case as in existence on the date of this Agreement) for any matters arising in connection with Representative’s service as a director, officer or employee of the Company or Company Bank relating to acts, circumstances, actions or omissions arising on or prior to the date of this Agreement to the extent such claims have not been asserted or are not known to Representative, and (e) any claims that cannot be released as a matter of law (collectively, the “Excluded Claims”). ​ ​ (b) Representative further releases the Company, Company Bank, First Foundation and First Foundation Bank from any unknown or unanticipated claims or damages arising out of or relating to the Released Claims (other than the Excluded Claims). For the purpose of effecting a full and complete release, Representative expressly acknowledges that, except for claims arising out of this Agreement (and the Excluded Claims), this Agreement is intended to include in its effect, without limitation, any and all claims or causes of action that Representative does not know of or suspect to exist in Representative’s favor as of the date of this Agreement and that this Agreement contemplates that all such claims and causes of action will be extinguished. (c) Representative shall execute and deliver to First Foundation and First Foundation Bank a release with the same provisions as set forth in Section 5 from the date of this Agreement through the Effective Time if requested to do so by First Foundation or First Foundation Bank at or after the Effective Time. (d) It is expressly understood and agreed that the terms hereof are contractual and not merely recitals, and that the agreements herein contained and the consideration herein transferred is to compromise doubtful and disputed claims, and that no releases made or other consideration given hereby or in connection herewith shall be construed as an admission of liability, all liability being expressly denied by the Company, Company Bank, First Foundation and First Foundation Bank. Representative hereby represents and warrants that the consideration hereby acknowledged for entering into this Agreement and the transactions contemplated hereby is greater than the value of all claims, demands, actions and causes of action herein relinquished, released, renounced, abandoned, acquitted, waived and/or discharged, and that this Agreement is in full settlement, satisfaction and discharge of any and all such claims, demands, actions, and causes of action that Representative may have or be entitled to against the Company, Company Bank, First Foundation and First Foundation Bank and its predecessors, assigns, legal representatives, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officersemployees, employees or agents, attorneys and agents except as set forth in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindSection 5 hereof.

Release. In order to induce For and in consideration of the Loan hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent and the Lenders to enter into this Amendmenteach Lender, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or agent); (ii) association which may be responsible or liable for the Borrower does not have any offset right, counterclaim, right of recoupment acts or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each omissions of the Administrative Agent Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever (if any)whatsoever, whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, DM3\2429630.8 vested or contingent, xxxxxx or inchoate, known or unknown, which unknown that the Borrower might otherwise have against the Administrative Agent, any Lender Releasing Parties (or any of their respective directorsthem) have or may have, officersagainst the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, employees other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or agentsany of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner or with actual willful misconduct or illegal activity. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loan hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in either case (A) breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of the Lender Parties or (B)any other Released Parties under any law, on account rule or regulation of any past jurisdiction that would or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause could have the effect of action, defense, circumstance limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or matter suspect to exist as of any kindthe date hereof.

Release. a. In order consideration of, among other things, the consents and amendments provided for herein, and for other good and valuable consideration, as of the date hereof, the Ultimate Parent, Parent and each other Borrower (on behalf of themselves and their respective Subsidiaries and Affiliates), their successors-in-title, legal representatives and assignees and, to induce the extent the same is claimed by right of, through or under the above, for their past, present and future employees, members, managers, partners, agents, representatives, officers, directors, shareholders and trustees (all collectively, with Ultimate Parent, Parent and each other Borrower, the “Releasing Parties”), do hereby unconditionally and forever remise, satisfy, acquit, release and discharge the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersshareholders, employees or agent); (ii) the Borrower does not have trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied would be liable if such persons or entities were found in a timely manner all of its obligations any way to the Borrower. The Borrower wishes be liable to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and Releasing Parties (collectively hereinafter the Lenders’ rights“Lender Parties”), interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilitiesmanner of action and actions, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement cause and the other Loan Documents, and (B) all claims, offsets, causes of action, right claims, cross-claims, charges, demands, counterclaims, suits, debts, dues, sums of recoupmentmoney, suits accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, liabilities, damages, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or defenses any other compensation, recovery or relief on account of any kind whatsoever (if any)liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, those arising at law under 11 U.S.C. §§ 541-550 and interest or in equityother carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued against any or all of the Lender Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Consent, the Loan Agreement or any other Financing Agreement and the transactions contemplated hereby and thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. Borrower, Parent and Ultimate Parent acknowledge that Administrative Agent is specifically relying upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a material inducement to Administrative Agent in entering into this Consent. b. Each of the Ultimate Parent, Parent and each other Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may have as against the Lender Parties under any law, rule or regulation of any jurisdiction that would have the effect of limiting the extent to which a general release extends to claims which a Lender Party or Releasing Party does not know or suspect to exist as of the date hereof. Each of the Ultimate Parent, Parent and each other Borrower hereby acknowledges that the waiver set forth in the prior sentence was separately bargained for and that such waiver is an essential term and condition of this Consent (and without which the Borrower might otherwise consent in Section 1 hereof would not have against the been given by Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (BAgent and Lenders), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order Effective upon the Closing and delivery to induce Company Stockholders of the Administrative Agent and right to receive the Lenders portion of the merger consideration to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities which such stockholders are entitled at Closing pursuant to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsMerger Agreement, actsif any, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally Stockholder hereby generally releases, waives remises and forever discharges Parent, Merger Sub, the Company, the Stockholders’ Representative, the Surviving Corporation and their respective Agents (Aas herein defined) from and against any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdemands, liens, actions, agreements, suits, causes of action, right obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of recoupmentwhatever kind or nature in law, suits equity or defenses otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the execution and delivery of this Agreement that arise out of any kind whatsoever (if any)rights Stockholder may have in his, whether arising at law her or in equity, whether known or unknown, which the Borrower might otherwise have its capacity as a holder of Parent Capital Stock against the Administrative Agent, any Lender Parent or any of their respective its Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) any claims or rights Stockholder had, has or may have under the Merger Agreement or any other agreements or instruments executed and delivered in connection with the Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Parent, any claim or right of Stockholder to be indemnified as a result of serving as a director or officer of the Parent, including, but not limited to, any rights available to Stockholder for indemnification or insurance recoveries under the Parent’s Organizational Documents, any agreement between Stockholder and the Parent or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the Parent, any rights with respect to earned but unpaid salary or other compensation or benefits that accrued prior to the Closing in the ordinary course of business. As used herein, an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, officersstockholders, employees or parents, subsidiaries, Affiliates, partners, related corporate entities, agents, in either case (A) attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any Law, rule, provision or (B), on account statute of any past jurisdiction that states in full (or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.otherwise in substance) as follows:

Release. In order to induce the Administrative Agent and the Lenders to enter into this AmendmentAgreement, the Borrower and each other Loan Party acknowledges and agrees that: (i) none of the Borrower does not Loan Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent Agent, any Lender or any Affiliate of any Lender (or any of their respective directors, officers, employees or agentagents); (ii) none of the Borrower does not Loan Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s Loan Parties’ or any of their Affiliates’ obligations, indebtedness or liabilities to the Administrative Agent Agent, any Lender or any Affiliate of any Lender; and (iii) each of the Administrative Agent and Agent, the Lenders and their Affiliates has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerLoan Parties and any of their Affiliates. The Borrower Each of the Loan Parties and their Affiliates wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and ’s, the Lenders’ and their Affiliates’ rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower Loan Parties and each of their Affiliates unconditionally releasesand irrevocably remises, acquits, waives and fully and forever releases and discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Agent, the Lenders, the L/C Issuer, all respective Affiliates and subsidiaries of the Administrative Agent, the Lenders, and the L/C Issuer, their respective officers, servants, employees, agents, attorneys, principals, directors and shareholders, and their respective heirs, legal representatives, successors and assigns (collectively, the “Released Lender to the BorrowerParties”), except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, demands, obligations, remedies, suits, damages, liabilities, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, suspected or claimed, whether arising under common law, in equity or under statute, which the Borrower ever had or now has against the Released Lender Parties, or which any Loan Party or any of their Affiliates might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agentsthe Released Lender Parties, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Loan Parties and each of their Affiliates agree not to xxx any of the Released Lender Parties or prosecute or cause to be commenced or prosecuted, or in any way assist any other person or entity in suing, prosecuting or causing to be commenced any suit or prosecution of any of the Released Lender Parties. This release provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. The agreements of the Borrower and the Loan Parties set forth in this Section 10.20 shall survive termination of this Agreement and the Loan Documents.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and the Parent each acknowledges and agrees that: (i) the Borrower does and the Parent do not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agentagents); (ii) the Borrower does and the Parent do not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s or the Parent’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerBorrower and the Parent. The Borrower and the Parent each wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Parent each unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or the Parent might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce the Administrative Agent (a) Tenant hereby releases Landlord, its predecessors, predecessors-in-interest, successors, successors-in-interest, and the Lenders to enter into this Amendmentassigns, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its or their respective subsidiaries, parent companies and related companies, if any, and any of its or their past, present or future directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documentsshareholders, and (B) employees, of and from all manner of actions, past, present or future claims, offsetsdemands and controversies whatsoever, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which arising in connection with or relating to the Borrower might otherwise have against Lease. (b) Effective upon Landlord’s receipt of the Administrative Agent$83,000.00 payment described in Section 2(a), above, concurrently with Tenant’s execution and delivery of this First Amendment to Landlord, Landlord hereby releases Tenant, its predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any Lender or of its subsidiaries, parent companies and related companies, if any, and any of its or their respective past, present or future directors, officers, employees shareholders, and employees, of and from all manner of actions, past, present or agentsfuture claims, demands and controversies whatsoever, if any, known or unknown, arising in either case connection with or relating to any late payments of Rent or failure to pay Rent on a timely basis prior to the date of this First Amendment. Upon the later of the Expiration Date or the date on which Tenant has fully and completely performed all of its duties, obligations, responsibilities, and liabilities under the Lease and this First Amendment (including the payment of Note “A” and Note “B” in accordance with their terms) or and has fully and completely complied with the terms and provisions of the Lease (Bas amended hereby) (the later of such dates is herein called the “Completion Date”), on account Landlord shall release Tenant, its predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any of its or their subsidiaries, parent companies and related companies, if any, and any past of its or presently their past, present or future directors, officers, shareholders, and employees, of and from all manner of actions, past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to the Lease, except for any actions, claims, demands, or controversies arising with respect to events occurring or circumstances existing conditionprior to or as of the Completion Date (including, actwithout limitation, omissionany such actions, eventclaims, contract, liability, obligation, indebtedness, claim, cause demands or controversies arising in connection with Tenant’s duties and obligations set forth in Article 9 or Section 14.1 of action, defense, circumstance or matter of any kindthe Lease).

Release. In order to induce ‌ 6.1 Upon the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each entry of the Administrative Agent Final Order and the Lenders has heretofore properly performed Judgment, Plaintiffs and satisfied in a timely manner all each Settlement Class Member, on behalf of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsthemselves and their current and former/predecessor agents, actsheirs, omissionsexecutors and administrators, eventssuccessors, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s assigns, insurers, attorneys, representatives, shareholders, and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises persons who in the future seek to claim through or indebtedness in the name or right of any kind of them (the “Releasing Parties”), release and forever discharge (as by an instrument under seal without further act by any person, and upon good and sufficient consideration), Defendants and each of their current or former administrators, insurers, reinsurers, agents, firms, parent companies/corporations, sister companies/corporations, subsidiaries and affiliates (including without limitation Mercedes-Benz US International), and all other entities, including without limitation manufacturers, suppliers, and distributors (including wholesale and retail distributors), and affiliated dealerships, and all of the Administrative Agent foregoing persons’ or entities’ respective predecessors, successors, assigns and present and former officers, directors, shareholders, employees, agents, attorneys, representatives, as well as their insurers (collectively, the “Released Parties”) from each and every claim of liability, on any Lender legal or equitable ground whatsoever, including relief under federal law or the laws of any state, that were or could have been made regarding or related to the BorrowerLitigation Claims, except but not including claims for personal injury, wrongful death, or emotional distress (the obligations “Released Claims”). 6.2 The releases provided for herein are as a result of membership as a Settlement Class Member or status as a Person with a legal right to be performed assert claims of a Settlement Class Member, the Court’s approval process herein, and occurrence of the Effective Date, and are not conditional on receipt of payment by the Administrative Agent or any Lender on or particular Settlement Class Member. Persons who, after the date hereof as expressly stated in of the Preliminary Approval Order, acquire legal rights to assert claims within the scope of this AmendmentAgreement that belong initially to a Settlement Class Member shall take such rights subject to all of the terms, the Credit Agreement and the other Loan Documentstime periods, releases, caps, prohibitions against overlapping or double recoveries, and (B) other provisions contained herein. 6.3 The release provided by this Agreement shall be and is broad and expansive and shall include the release of all damages, burdens, obligations of liability of any sort, including, without limitation, penalties, punitive damages, exemplary damages, statutory damages, damages based upon a multiplication of compensatory damages, court costs, or attorneys’ fees or expenses, which might otherwise have been made in connection with any Released Claims. However, excluded from this release are any claims for personal injury, wrongful death, or emotional distress. 6.4 The release includes all claims that the Releasing Parties have or may hereafter discover including, without limitation, claims, offsetsinjuries, causes damages, or facts in addition to or different from those now known or believed to be true with respect to any matter disposed of actionby this settlement. The Releasing Parties have fully, right of recoupmentfinally, suits and forever settled and released any and all such claims, injuries, damages, or defenses of any kind whatsoever (if any), whether arising at law or in equityfacts, whether known or unknown, suspected or unsuspected, contingent or non-contingent, past or future, whether or not concealed or hidden, which exist, could exist in the future, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future related to matters arising from or in any way related to, connected with, or resulting from the Litigation Claims, including, but not limited to, conduct which is negligent, reckless, willful, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. 6.5 The Releasing Parties shall be deemed by operation of the Final Order and Judgment in the Litigation to have acknowledged that the foregoing release was separately bargained for and a key element of this Settlement of which the Borrower might otherwise releases herein are a part. The Releasing Parties expressly and intentionally release any and all rights and benefits which they now have against or in the Administrative Agentfuture may have under the terms of the law (whether statutory, common law, regulation, or otherwise) of any other state or territory of the United States within the scope of the Released Claims. 6.6 Class Counsel shall cooperate with Released Parties to ensure that the releases set forth in the Final Approval Order are given their full force and effect (including by seeking the inclusion of the releases in the Final Order and Judgment and the Reimbursement Claims Forms) and to ensure that Releasing Parties comply with their obligations set forth in this Agreement. 6.7 In the event that any Releasing Party seeks to invoke California Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (or any other like provision or principle of law of any jurisdiction) in connection with the Litigation Claims, the Releasing Parties and each of them expressly waive the provision of California Civil Code § 1542 (or any other like provision or principle of law of any jurisdiction) to the full extent that these provisions may be applicable to this release. Each of the Releasing Parties hereby does, and shall be deemed to, have considered the possibility that the number or magnitude of all claims may not currently be known; nevertheless, each of the Releasing Parties assumes the risk that claims and facts additional, different, or contrary to the claims and facts that each believes or understands to exist may now exist or may be discovered after the settlement becomes effective. Each of the Releasing Parties agrees that any such additional, different, or contrary claims and facts shall in no way limit, waive, or reduce the foregoing release, which shall remain in full force and effect. Nothing in this paragraph shall be construed as modifying or limiting the other provisions of the settlement concerning the potential availability of claims. Nothing in this paragraph shall be construed as waiving or releasing any personal injury, wrongful death, or emotional distress claims. 6.8 No Releasing Party shall recover, directly or indirectly, any Lender or sums for Released Claims from the Released Parties, other than consideration and sums received under this Agreement and that the Released Parties shall have no obligation to make any payments to any non-parties for liability arising out of their respective directorsthe Released Claims, officers, employees or agents, other than as set forth in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindthis Settlement.

Release. In order to induce 4.1 For the Administrative Agent and the Lenders to enter into this Amendmentconsideration stated herein, the Borrower acknowledges receipt and sufficiency of which are hereby acknowledged, Plaintiff agrees that: (i) that Plaintiff and all Class Members who do not timely exclude themselves from the Borrower does not have any claim or cause Class, on behalf of action against the Administrative Agent or any Lender (or any of themselves, their respective heirs, assigns, executors, executors, administrators, successors, agents, attorneys, representatives and assigns, hereby remise, release and forever discharge Defendants, their parents, subsidiaries, present and former officers, directors, officersemployees, employees or agent); representatives, insurers, and attorneys (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives and forever discharges (A“Released Parties”) from any and all liabilities, obligationscauses of actions, duties, promises or indebtedness of any kind claims concerning or arising out of the Administrative Agent or any Lender to facts underlying the Borrower, except claim that was asserted in the obligations to be performed by Amended Complaint invoking section 1681b(b)(2) of the Administrative Agent or any Lender on or after the date hereof as expressly stated in this AmendmentFCRA. 4.2 In addition, the Credit Agreement Class Representative, for himself only and not on behalf of the other Loan Documentsmembers of the Class, hereby fully, finally, irrevocably, and (B) forever releases the Released Parties from any and all liabilities, claims, offsets, causes of action, right damages, costs, attorneys’ fees, losses, or demands arising from the subject matter of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equitythe Lawsuit, whether known or unknown, which existing or potential, suspected or unsuspected, of any kind or nature whatsoever. 4.3 Upon the Borrower might otherwise have against Effective Date, Defendants, for themselves, and on behalf of the Administrative AgentReleased Parties, shall remise, release and forever discharge Plaintiff and all Class Members who do not timely exclude themselves from the Class, from any Lender and all liabilities, causes of actions, or any claims concerning or arising out of their respective directorsthe facts underlying the claim that was asserted in the Amended Complaint invoking section 1681b(b)(2) of the FCRA. 4.4 Upon the Effective Date, officersDefendants, employees or for themselves, and on behalf of the Released Parties, shall remise, release and forever discharge Plaintiff and his present and former attorneys, administrators, heirs, agents, in either case (A) or (B)insurance carriers from any and all liabilities, on account of any past or presently existing conditionclaims, act, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defensedamages, circumstance costs, attorneys’ fees, losses, or and demands arising from the subject matter of the Lawsuit, whether known or unknown, existing or potential, suspected or unsuspected, of any kindkind of nature whatsoever.

Release. In order to induce Effective as of the Administrative Agent and the Lenders to enter into this AmendmentClosing, the Borrower acknowledges Restricted Executives (on behalf of themselves and agrees thattheir, agents, trustees, beneficiaries, estate, heirs, successors and assigns (other than Company)) (each a “Releasor”) hereby: (ia) represents and warrants that the Borrower does not Releasors have any claim or cause of action no Claims, other than Excluded Claims, against the Administrative Agent or any Lender (Company, Parent, or any of their respective directorsAffiliates, officerspartners, employees stockholders, representatives, predecessors, successors, related entities or agentassigns in their respective capacities as such (collectively, the “Releasees”), with respect to the Company or its respective businesses; (iib) irrevocably and unconditionally releases the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) Releasees from any and all charges, complaints, claims, liabilities, obligations, dutiespromises, promises agreements, controversies, damages or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupmentchoses in action, suits or defenses suits, rights, demands, costs, Losses, debts and expenses (including all attorneys’ fees and costs incurred) of any kind whatsoever (if any)or nature whatsoever, whether arising at law or in equity, whether known or unknown, suspected or unsuspected, existing or prospective, relating to the Company, its respective businesses, or the Contemplated Transactions (collectively, “Released Claims”); provided, that the foregoing release does not include Released Claims arising from or related to any rights of any Releasor (i) under this Agreement or any other Ancillary Document to which a Releasor is a party, (ii) if a Releasor is an employee of the Company, to any employment compensation or benefits accrued in the normal course for employment services rendered that are due and owing to such Releasor but unpaid as of the Closing, or (iii) with respect to claims that cannot be released as a matter of law (collectively, “Excluded Claims”); provided further, that each Releasor expressly acknowledges that the release contained in this Section 5.11 (Release) applies to all Released Claims as defined above, whether such Released Claims are known or unknown, and includes Released Claims which if known by the releasing party might materially affect its decision to grant the release contained in this paragraph, and that Releasor has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement, and Releasor expressly waives any rights or benefits under §1542 of the California Civil Code, or comparable laws as may apply, which provides: “A general release does not extend to claims which the Borrower might otherwise 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”; (c) irrevocably and unconditionally covenants and agrees not to assert any suit, demand, litigation, lawsuit, action or claim against any Releasee regarding any Released Claim released under this Section 5.11 (Release); and (d) represents, warrants, covenants and agrees that no Released Claim or possible Released Claim against any Releasee has been or will be assigned or transferred, and agrees to indemnify and hold the Administrative Agent, Releasees harmless from any Lender liability or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account damages arising as a result of any past such assignment or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindtransfer.

Release. In order to induce Effective upon (and only upon) the Administrative Agent Closing Date (the “Effective Date”), each Releasor Party, for itself and its past, present, and future subsidiaries (other than the Lenders to enter into this AmendmentGroup Companies), and its and their respective successors and assigns, and anyone claiming through any of them (collectively, the Borrower acknowledges “Releasors”), hereby forever fully and agrees that: (i) irrevocably release and discharge Buyer, the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of Company and their respective direct and indirect subsidiaries and its and their respective past, present and future directors, officers, employees or agent); managers, employees, agents and representatives, and its and their respective heirs, executors, administrators, estates, predecessors, successors and assigns, as applicable, such individuals solely in their official capacities as such (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases“Released Parties”), waives and forever discharges (A) from any and all liabilitiesactions, suits, claims, demands, debts, agreements, obligations, dutiespromises, promises judgments or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (if anyincluding, claims for damages under a writing or contract or agreement or arising under duty or alleged tortious conduct, costs, expenses and attorneys’, brokers’, financial advisors’ and accountants’ fees and expenses) arising out of or related to events, facts, promises, representations (orally or in writing, affirmative or omitted), whether conditions or circumstances existing or arising at law on or in equityprior to the Effective Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, which patent or latent, suspected or unsuspected, unanticipated as well as anticipated (collectively, the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B“Released Claims”), on account of and hereby irrevocably agrees to waive and refrain from directly or indirectly asserting any past claim or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance demand or matter commencing (or causing to be commenced) any proceeding of any kind, in any court or before any arbitration, alternative dispute resolution or other tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 2, “Released Claims” does not include, and the provisions of this Section 2 shall not release or otherwise diminish (a) any obligation, right, benefit or entitlement of any party hereto set forth in or arising under any provision of the Purchase Agreement, this Release Agreement or any other Ancillary Agreement (including, without limitation, any obligation to make a payment to a Releasor Party, or the right of a Releasor Party to receive a payment, of the transaction proceeds in accordance with and subject to the terms of the Purchase Agreement or such other agreement); and (b) claims which may not otherwise be released as a matter of applicable Law. Each Releasor Party covenants and agrees that it will not at any time hereafter commence, initiate or make any charge, complaint, action, suit, proceeding, hearing, claim or demand whatsoever, whether direct or indirect, express or derivative, against any of the Released Parties, in respect of any Released Claim. The release set forth in this Section 2 may be pleaded by any of the Released Parties, as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against such Released Party in violation hereof. If any Released Claim is brought or maintained by a Releasor Party against any Released Party in violation of the release set forth in this Section 2, such Releasor Party will be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the Released Party in defending the same. As to the Released Claims, the Releasors acknowledge and agree that they are aware of, have had the opportunity to seek legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” With full awareness and understanding of this provision, the Releasors hereby waive all rights that this provision or any comparable provision under any state, federal or non-U.S. law may give to such party as well as under any other statute or common law principles of similar effect. The Releasors understand that the facts with respect to which the release in this Section 2 is given may hereafter prove to be different from the facts now known or believed by them, and the Releasors hereby accept and assume the risk thereof and agree that such release and this Release Agreement shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. The releases herein shall be construed broadly as general releases.

Release. In order to induce the Administrative Agent and the Lenders to enter into this AmendmentUpon Final Judgment, the Borrower acknowledges Releasing Parties shall be deemed to have, and agrees that: (i) the Borrower does not have any claim or cause by operation of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; law and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsjudgement shall have fully, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives finally and forever discharges (A) completely compromised, settled, released, acquitted, resolved, relinquished, waived, and discharged the Tyson Released Parties from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdemands, actions, suits, causes of action, right whether class, individual, or otherwise in nature (whether or not any member of recoupment, suits the Settlement Class has objected to the Settlement Agreement or defenses of any kind whatsoever (if any)makes a claim upon or participates in the Settlement Fund, whether arising at law directly, representatively, derivatively or in equityany other capacity) that the Releasing Parties ever had, whether known now have, or unknownhereafter can, which the Borrower might otherwise have against the Administrative Agentshall, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B)may ever have, on account of of, or in any past way arising out of, any and all known and unknown, foreseen and unforeseen, suspected or presently existing conditionunsuspected, actactual or contingent, omissionliquidated or unliquidated claims, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defenseinjuries, circumstance losses, or matter damages arising from or in connection with any act or omission through the date of Preliminary Approval relating to or referred to in the Action or arising from the factual predicate of the Action (the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any kindDefendant or co-conspirator other than the Tyson Released Parties or (ii) any claims wholly unrelated to the allegations in the Action that are based on breach of contract, any negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, or securities claim, breach of warranty, or product defect. This reservation of claims set forth in (i) and (ii) of this paragraph does not impair or diminish the right of the Tyson Released Parties to assert any and all arguments and defenses to such claims, and the Parties agree that all such arguments and defenses are preserved. During the period after the expiration of the deadline for submitting an opt-out notice, as determined by the Court, and prior to Final Judgment, all Releasing Parties who have not submitted a valid request to be excluded from the Settlement Class shall be preliminarily enjoined and barred from asserting any and all Released Claims against any and all of the Tyson Released Parties. The release of the Released Claims will become effective as to all Releasing Parties upon Final Judgment. Upon Final Judgment, the Releasing Parties further agree that they will not file any other suit against the Tyson Released Parties arising out of or relating to the Released Claims.

Release. In order (a) The Purchaser acknowledges that the Seller may possess material nonpublic information regarding the Company not known to induce the Administrative Agent Purchaser (the “Seller Information”). The Seller Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Seller, directly or indirectly, and may or may not be available to Purchaser from sources other than the Lenders to enter into this AmendmentCompany or the Seller. Effective upon the Closing, the Borrower acknowledges and agrees that: Purchaser hereby: (i) agrees that none of the Borrower does not Seller, its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or representatives or any Affiliate of the foregoing (together, with the successors and assigns of any such Person, the “Seller Released Parties”) shall have any claim liability to the Purchaser or cause of action against the Administrative Agent or any Lender its Affiliates (or any of their respective directorssuccessors, officersassigns or heirs) with respect to the existence, employees possession or agent); non-disclosure of any Seller Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (ii) the Borrower does not have irrevocably and fully waives, releases, acquits and discharges forever any offset right, counterclaim, right of recoupment claim or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes cause of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known arising from or unknownrelating to, directly or indirectly, the existence, possession or non-disclosure of any Seller Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the SEC under the Exchange Act, and relinquishes all rights and remedies accorded by applicable Law to a buyer of securities with respect to the Shares to the maximum extent permitted by Law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; (iii) with respect to the purchase and sale of the Shares, releases and discharges each Seller Released Party of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which the Borrower might otherwise have against the Administrative Agent, any Lender Purchaser and/or its Affiliates (or any of their respective successors, assigns or heirs) may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Seller Information whether asserted, unasserted, absolute, contingent, known or unknown; (iv) represents to each Seller Released Party that (A) it has not assigned any claim or possible claim against any Seller Released Party, (B) it fully intends to release all claims against the Seller Released Parties as set forth above, and (C) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 3.1(a); and (v) agrees not to institute any action against any Seller Released Party with respect to any of the claims released pursuant to this Section 3.1(a). (b) The Seller acknowledges that the Purchaser may possess material nonpublic information regarding the Company not known to the Seller (the “Purchaser Information”). The Purchaser Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to Seller from sources other than the Company or the Purchaser. Effective upon the Closing, the Seller hereby: (i) agrees that none of the Purchaser, its directors, officers, employees partners, stockholders, members, investors, employees, attorneys, agents or agentsrepresentatives or any Affiliate of the foregoing (together, in either case (A) or (B), on account with the successors and assigns of any past such Person, the “Purchaser Released Parties”) shall have any liability to the Seller or presently existing conditionits Affiliates (or any of their respective successors, actassigns or heirs) with respect to the existence, omissionpossession or non-disclosure of any Purchaser Information, eventwhether arising directly or indirectly, contractprimarily or secondarily, liabilityby contract or operation of law or otherwise, obligationincluding as a matter of contribution, indebtednessindemnification, claimset-off, rescission, or reimbursement; (ii) irrevocably and fully waives, releases, acquits and discharges forever any right, claim or cause of action, defenseat law or in equity, circumstance arising from or matter relating to, directly or indirectly, the existence, possession or non-disclosure of any kindPurchaser Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the SEC under the Exchange Act, and relinquishes all rights and remedies accorded by applicable Law to a seller of securities with respect to the Shares to the maximum extent permitted by Law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; (iii) with respect to the purchase and sale of the Shares, releases and discharges each Purchaser Released Party of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which Seller and/or its Affiliates (or any of their respective successors, assigns or heirs) may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Purchaser Information whether asserted, unasserted, absolute, contingent, known or unknown; (iv) represents to each Purchaser Released Party that (A) it has not assigned any claim or possible claim against any Purchaser Released Party, (B) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and (C) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 3.1(b); and (v) agrees not to institute any action against any Purchaser Released Party with respect to any of the claims released pursuant to this Section 3.1(b). (c) Notwithstanding anything herein to the contrary, the provisions of Sections 3.1(a) and 3.1(b) above shall not be deemed to constitute a release or discharge of, or otherwise apply to, any claim or cause of action, at law or in equity, of either party against the other party for breach of any representation or warranty made under this Agreement or the other Transaction Documents.

Release. This release of claims (the “Release”) set forth in this Agreement is entered into by you as a condition precedent to receiving the severance and severance related benefits herein. In order to induce exchange for the Administrative Agent receipt of the severance and severance-related benefits, you for yourself, your heirs and assigns and anyone else acting on your behalf, hereby voluntarily, knowingly and irrevocably and forever discharge the Lenders to enter into this AmendmentCompany, the Borrower acknowledges including without limitation each of its subsidiaries, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any their respective successors, as well as their respective present, former, and future officers, directors, shareholders, employees, and agents, in both their individual and representative capacities, and each of their respective directorsheirs and assigns (the “Releasees”) from all actions, officersclaims, employees or agent); (ii) the Borrower does not have any offset rightdemands, counterclaim, right causes of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilitiesactions, obligations, dutiesdamages, promises or indebtedness liabilities, expenses and controversies of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equitynature whatsoever, whether known or unknownnot now known or suspected, which the Borrower might otherwise you had, have or may have against the Administrative AgentReleasees from the beginning of time up to and including the date you sign this Release (the “Waived Claims”). The Waived Claims that you forever and irrevocably give up and release when the Release becomes effective on the Effective Date include, but are not limited to, all claims related to (i) your employment at the Company, including without limitation its subsidiaries, or the termination of your employment, (ii) statements, acts or omissions by the Releasees, (iii) any Lender express or implied agreement between you and the Releasees, (iv) wrongful discharge, defamation, slander, breach of express or implied contract, negligent and/or intentional misrepresentation or infliction of emotional distress, breach of an implied covenant of good faith and fair dealing, claims of intentional or negligent interference with economic, employment, or contractual rights or promissory estoppel, (v) any federal, state, or local law or regulation prohibiting discrimination in employment or otherwise regulating employment, including but not limited to, the Age Discrimination in Employment Act of their respective directors1967, officers, employees or agents, in either case as amended (A) or (BADEA), on account the Older Worker Benefit Protections Act, the Equal Pay Act of 1963, Title VII of the Civil Rights Acts of 1964, as amended, the Civil Rights Act of 1991, the Family Medical Leave Act of 1993 (FMLA), the Americans with Disabilities Act of 1990 (ADA), the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as amended, the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 42 U.S.C. Sections 1981 through 1988, the Consolidated Omnibus Reconciliation Act of 1986 (COBRA) the New York State Human Rights Law and the New York City Human Rights Act, (vi) any past claim for wages, commissions, bonuses, incentive compensation, vacation pay, employee benefits (except as set forth in paragraph 3 of this Agreement), expenses or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter allowances of any kind, or any other payment or compensation, according to the terms of each of those plans. You are not waiving any claims with respect to your rights to enforce this Agreement. You are not waiving or releasing any rights or claims that may arise after the date that you sign this Agreement.

Release. In order to induce (a) Effective as of the Administrative Agent Closing, each Seller on such Seller’s own behalf and on behalf of Seller’s, heirs, successors, trustees, executors, administrators, assigns, Representatives and Affiliates and any other Person that may claim by, through or in the Lenders to enter into this Amendmentright of such Seller (collectively, the Borrower acknowledges “Seller Releasing Parties”), hereby irrevocably waives, releases and agrees that: discharges the Company, the Subsidiaries and their Affiliates and any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and other Representatives and any successor, heir or assign of any of the foregoing (icollectively, the “Purchaser Released Parties”) the Borrower does not have from any claim and all Actions, Liabilities, Contracts and claims of any kind or cause of action against the Administrative Agent or any Lender (nature whatsoever, which each Seller Releasing Party or any of their respective directorsAffiliates, officersor any of their respective heirs, employees executors, administrators or agent); assigns, now has, has ever had, or may hereafter have against any Purchaser Released Party arising on or prior to the Closing or on account of or arising out of any matter, cause or event related to the Company, any Subsidiary or the Business and occurring on or prior to the Closing, in each case (i) solely to the extent related to such Seller Releasing Party’s capacity as a direct or indirect holder of Equity Interests of the Company and (ii) the Borrower does not have any offset rightwhether absolute or contingent, counterclaimliquidated or unliquidated, right of recoupment known or any defense of any kind against the Borrower’s obligationsunknown, indebtedness suspected or liabilities to the Administrative Agent unsuspected, direct or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied indirect, both in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known and such Seller Releasing Party shall not seek to recover any amounts or unknownany other remedy in connection therewith or thereunder from any Purchaser Released Party; provided, however, that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement, the Ancillary Agreements, any directors’ or officers’ liability insurance policy (including the Tail Policy) or the indemnification obligations of the Company or any Subsidiary to any Seller Releasing Party in such Seller Releasing Party’s capacity as a director, officer or manager under the Organizational Documents of the Company or the Subsidiaries. Each Purchaser Released Party that is not a party to this Agreement is an express third-party beneficiary of this Section 6.7(a). (b) Effective as of the Closing, the Purchaser, on its own behalf and on behalf of its heirs, successors, trustees, executors, administrators, assigns, Representatives and Affiliates (including, after the Closing, the Company and the Subsidiaries) and any other Person that may claim by, through or in the right of the Purchaser (collectively, the “Purchaser Releasing Parties”), hereby irrevocably waives, releases and discharges the Sellers and their respective Affiliates and any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and other Representatives and any successor, heir or assign of any of the foregoing (collectively, the “Seller Released Parties”) from any and all Actions, Liabilities, Contracts and claims of any kind or nature whatsoever, which the Borrower might otherwise have against the Administrative Agent, any Lender each Purchaser Releasing Party or any of their respective directorsAffiliates, officersor any of their respective heirs, employees executors, administrators or agentsassigns, now has, has ever had, or may hereafter have against any Seller Released Party arising on or prior to the Closing, in either each case (Ai) solely to the extent related to such Seller Released Party’s capacity as a direct or indirect holder of Equity Interests of the Company and (Bii) whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, direct or indirect, both in law or in equity, and such Purchaser Releasing Party shall not seek to recover any amounts or any other remedy in connection therewith or thereunder from any Seller Released Party; provided, however, that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement or the Ancillary Agreements. Each Seller Released Party that is not a party to this Agreement is an express third-party beneficiary of this Section 6.7(b), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce 13.1 On the Administrative Agent and the Lenders to enter into this AmendmentEffective Date, the Borrower acknowledges Parties and agrees that: each and every Settlement Class Member shall be bound by this Settlement Agreement and shall have recourse only to the benefits, rights, and remedies provided hereunder. No other action, demand, suit, arbitration, or other claim may be pursued against U-Haul or any Released Persons with respect to the Released Claims. 13.2 Upon the Effective Date, and to the fullest extent permitted by law, each Settlement Class Member, including Plaintiffs, shall, either directly, indirectly, representatively, as a member of or on behalf of the general public or in any capacity, be permanently barred and enjoined from commencing, prosecuting, pursuing, or participating in any recovery in any action in this or any other forum (other than participation in the Settlement as provided herein) in which any of the Released Claims is asserted. 13.3 On the Effective Date and in consideration of the promises and covenants set forth in this Settlement Agreement, (i) Plaintiffs and each Settlement Class Member, and each of their respective spouses and children with claims on behalf of the Borrower does not have Settlement Class Member, executors, representatives, guardians, wards, heirs, estates, successors, predecessors, next friends, co- borrowers, co-obligors, co-debtors, legal representatives, attorneys, agents, and assigns, and all those who claim through them or who assert claims (or could assert claims) on their behalf (including the government in the capacity as parens patriae or on behalf of creditors or estates of the releasors), and each of them (collectively and individually, the “Releasing Persons”), and (ii) Class Counsel and Plaintiffs’ Counsel and each of their past and present law firms, partners, or other employers, employees, agents, representatives, successors, or assigns will be deemed to have, and by operation of the Final Order and Judgment shall have, fully, finally, completely, and forever released and discharged the Released Persons from the Released Claims. The release set forth in the preceding sentence (the “Release”) shall be included as part of any judgment, so that all Released Claims shall be barred by principles of res judicata, collateral estoppel, and claim or cause and issue preclusion. 13.4 Without in any way limiting the scope of action against the Administrative Agent Release, the Release covers, without limitation, any and all claims for attorneys’ fees, costs, and expenses incurred by Class Counsel or any Lender (other counsel representing Plaintiffs or Settlement Class Members, or any of them, in connection with or related in any manner to the Lawsuit, the Settlement, the administration of such Settlement and/or the Released Claims, as well as any and all claims for Service Awards to Plaintiffs. 13.5 Subject to Court approval, as of the Effective Date, all Settlement Class Members shall be bound by this Settlement Agreement and the Release and all of their respective directorsclaims shall be dismissed with prejudice and released, officersirrespective of whether they received actual notice of the Lawsuit or this Settlement. 13.6 As of the Effective Date, employees or agent); (ii) the Borrower does not Released Persons are deemed, by operation of the entry of the Final Order and Judgment, to have any offset rightfully released and forever discharged Plaintiffs, counterclaimthe Settlement Class Members, right of recoupment Class Counsel, or any defense other counsel representing Plaintiffs or Settlement Class Members, or any of them, of and from any claims arising out of the Lawsuit or the Settlement. Any other claims or defenses U-Haul or other Released Persons may have against Plaintiffs, the Settlement Class Members, Class Counsel, Plaintiffs’ Counsel, or any other counsel representing Plaintiffs or Settlement Class Members, including, without limitation, any claims based upon or arising out of any kind against the Borrower’s obligationsemployment, indebtedness debtor-creditor, contractual, or liabilities to the Administrative Agent other business relationship that are not based upon or any Lender; and (iii) each do not arise out of the Administrative Agent institution, prosecution, assertion, settlement, or resolution of the Lawsuit or the Released Claims are not released, are specifically preserved and shall not be affected by the Lenders has heretofore properly performed and satisfied preceding sentence. 13.7 Nothing in a timely manner all the Release shall preclude any action to enforce the terms of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsthis Settlement Agreement, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect including participation in any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindprocesses detailed herein.

Release. In order to induce consideration of the Administrative agreements of Agent and the Lenders to enter into this Amendmentcontained herein and for other good and valuable consideration, the Borrower acknowledges receipt and agrees that: (i) the Borrower does not have any claim or cause sufficiency of action against the Administrative Agent or any Lender (or any which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of their itself and all of its respective subsidiaries, predecessors, successors, and assigns, and each of its respective current and former directors, officers, employees or agent); (ii) the Borrower does not have any offset rightagents, counterclaimand employees, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent its respective predecessors, successors, heirs, and the Lenders has heretofore properly performed assigns (individually and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases“Releasing Parties”) does hereby fully and completely release, waives acquit and forever discharges discharge each of Agent, Lenders, and each of their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (A) individually and collectively, the “Released Parties”), of and from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever (if any)whatsoever, whether arising at law or in equity, whether known matured or unknownunmatured, which liquidated or unliquidated, that the Borrower might otherwise have against the Administrative Agent, any Lender Releasing Parties (or any of their respective directorsthem) has against the Released Parties or any of them (whether directly or indirectly), officersbased in whole or in part on facts now known or of which the Releasing Parties would reasonably be expected to know, employees existing on or agentsbefore the date hereof, that relate to, arise out of or otherwise are in either case connection with: (Ai) any or all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (B)ii) any aspect of the dealings or relationships between or among a Borrower, on account the one hand, and any or all of the Released Parties, on the other hand, relating to any past or presently existing conditionall of the documents, acttransactions, omissionactions or omissions referenced in clause (i) hereof. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and Lender’s decision to enter into this Agreement and agree to the modifications contemplated hereunder, eventand has been relied upon by Agent and Lenders in connection therewith. Notwithstanding anything contained in this Agreement, contractthe general release set forth in this Section 5 shall not extend to, liabilityand shall not include, obligation, indebtedness, claim, cause any obligations of action, defense, circumstance or matter Agent and the Lenders to make extensions of any kindcredit after the date of this Agreement to Borrower in accordance with the terms of the Financing Documents.

Release. a. In order consideration of, among other things, the consents and amendments provided for herein, and for other good and valuable consideration, as of the date hereof, the Ultimate Parent, Parent and each other Borrower (on behalf of themselves and their respective Subsidiaries and Affiliates), their successors-in-title, legal representatives and assignees and, to induce the extent the same is claimed by right of, through or under the above, for their past, present and future employees, members, managers, partners, agents, representatives, officers, directors, shareholders and trustees (all collectively, with Ultimate Parent, Parent and each other Borrower, the “Releasing Parties”), do hereby unconditionally and forever remise, satisfy, acquit, release and discharge the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, officersshareholders, employees or agent); (ii) the Borrower does not have trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied would be liable if such persons or entities were found in a timely manner all of its obligations any way to the Borrower. The Borrower wishes be liable to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and Releasing Parties (collectively hereinafter the Lenders’ rights“Lender Parties”), interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilitiesmanner of action and actions, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement cause and the other Loan Documents, and (B) all claims, offsets, causes of action, right claims, cross-claims, charges, demands, counterclaims, suits, debts, dues, sums of recoupmentmoney, suits accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, liabilities, damages, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or defenses any other compensation, recovery or relief on account of any kind whatsoever (if any)liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, those arising at law under 11 U.S.C. §§ 541-550 and interest or in equityother carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued against any or all of the Lender Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Fifth Amendment, the Loan Agreement or any other Financing Agreement and the transactions contemplated hereby and thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. Borrower, Parent and Ultimate Parent acknowledges that Administrative Agent is specifically relying upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a material inducement to Administrative Agent in entering into this Fifth Amendment. b. Each of the Ultimate Parent, Parent and each other Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may have as against the Lender Parties under any law, rule or regulation of any jurisdiction that would have the effect of limiting the extent to which a general release extends to claims which a Lender Party or Releasing Party does not know or suspect to exist as of the date hereof. Each of the Ultimate Parent, Parent and each other Borrower hereby acknowledges that the waiver set forth in the prior sentence was separately bargained for and that such waiver is an essential term and condition of this Fifth Amendment (and without which the Borrower might otherwise consent in Section 1(a) hereof would not have against the been given by Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (BAgent and Lenders), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce return for the Administrative Agent promises in Section 2 above, and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees thatcontingent upon Averion’s ongoing fulfillment of its obligation to: (i) make timely severance payments to me pursuant to and in accordance with Section 8 of the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directorsEmployment Agreement, officers, employees or agent); (ii) pay me all amounts due pursuant to Section 3 of the Borrower does not have any offset rightEmployment Agreement, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) abide by its obligations under any equity incentive option agreements between me and Averion, I on my own behalf, and on behalf of my grantees, agents, representatives, heirs, devisees, trustees, assigns, assignors, attorneys, or any other entities in which I have an interest (collectively “Releasors”), hereby release and forever discharge by this Agreement, Averion, and each of the Administrative Agent its past and the Lenders has heretofore properly performed present agents, employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, advisors, consultants, affiliates, assigns, successors, heirs, predecessors in interest, joint ventures, and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionssubsidiary, actsaffiliate and commonly-controlled entities (collectively “Releasees”), omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and from all liabilities, causes of actions, charges, complaints, suits, claims, obligations, dutiescosts, promises or indebtedness losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, and all other legal responsibilities of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityform whatsoever, whether known or unknown, whether suspected or unsuspected, whether fixed or contingent, liquidated or unliquidated, including but not limited to those arising from or related to (i) my employment with, compensation by and/or separation from Averion; and (ii) any acts or omissions occurring prior to the date of this Agreement by any and all Releasees, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which the Borrower might otherwise they had or may claim to have against any of the Administrative AgentReleasees. Releasors specifically release claims under all applicable state and federal laws, based on age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, or other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Age Discrimination in Employment Act (Title 29, United States Code, Sections 621, et seq.) (“ADEA”), the Americans with Disabilities Act, the Fair Labor Standards Act, and the Family Medical Leave Act, as well as all common law claims, whether arising in tort or contract (collectively referred to as “Released Matters”). If any Lender governmental agency should assume jurisdiction over any claim, charge or complaint concerning alleged discrimination arising out of my employment with Averion, Releasors also waive the right to recover damages or any other remedy as a result of their respective directorssuch claim, officerscharge or complaint. I acknowledge and agree that, employees following the payment of the Severance Amount in accordance with Section 8 of the Employment Agreement, Averion and Releasees have no other liabilities or agentsobligations, in either case (A) or (B), on account of any past kind or presently existing conditionnature, act, omission, event, contract, liability, obligation, indebtedness, claim, cause owed to me in connection with or relating to my employment with the same. I further agree and promise that I will not file any lawsuit or administrative claim or charge asserting any of action, defense, circumstance or matter of any kindthe foregoing Released Matters.

Release. In order to induce the Administrative Agent Effective as of, and the Lenders to enter into this Amendmentexpressly conditioned upon, the Borrower acknowledges Closing, each Contributor, on behalf of such Contributor and agrees that: each of such Contributor’s Subsidiaries, general partners, managing members and its and their respective Related Persons (icollectively, the “Releasors“), releases and forever discharges PEGC I, PEGC I OP, each Contributed Company and each Subsidiary thereof, and each of their respective individual, joint or mutual, past, present and future Representatives, successors and assigns (individually, a “Releasee” and collectively, “Releasees”), from any and all claims, demands, Proceedings, causes of action and Judgments that such Releasor now has, has ever had or may hereafter have against the respective Releasees, in each case of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (collectively, the “Released Claims”). Notwithstanding the foregoing, the term “Released Claims” shall not include claims brought by Releasors with respect to (a) the Borrower does not have obligations or PEGC I, PEGC I OP or their respective Subsidiaries under this Agreement or any Ancillary Agreement, (b) any claim or cause of action against related to employment with PEGC I, PEGC I OP, the Administrative Agent or any Lender (Contributors, the Contributed Companies or any of their Subsidiaries or (c) any rights to indemnification or reimbursement from any Contributed Company or Subsidiary thereof, whether pursuant to their respective directorscertificate of incorporation or by-laws (or comparable documents), Contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date. Each Contributor, on behalf of itself and each of its Subsidiaries and executive officers, employees hereby irrevocably covenants to refrain from, directly or agent); (ii) the Borrower does not have indirectly, asserting any offset rightclaim or demand, counterclaimor commencing, right of recoupment instituting or causing to be commenced, any defense Proceeding of any kind against the Borrower’s obligationsany Releasee, indebtedness or liabilities to the Administrative Agent or based upon any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindReleased Claim.

Release. In order to induce the Administrative Agent Each Borrower, on behalf of itself and the Lenders to enter into this Amendmentits affiliates, and its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, liabilities, responsibilities, disputes, obligations, expenses and damages (collectively, the Borrower acknowledges “Claims”) any of them may have or allege to have as of the date of this Amendment (and agrees that: (iall defenses that may arise out of any of the foregoing) the Borrower does not have of any claim nature, description, or cause of action kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent either Lender or any Lender (Holder, or any of their respective subsidiaries, affiliates, agents, principals, managers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees or agent); (ii) the Borrower does not have any offset rightemployees, counterclaimattorneys, right consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent foregoing (collectively, the “Released Parties”) arising out of the Existing Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties under the Existing Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement and the Lenders has heretofore properly performed and satisfied Loan Documents; provided that nothing in a timely manner all this Amendment shall be deemed to release Lender from any of its obligations under the Loan Agreement or Holder from any of its obligations under the Existing Warrant Agreement. Each Borrower hereby acknowledges that the agreements in this Section 6 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the BorrowerClaims. The In entering into this Amendment, each Borrower wishes to eliminate expressly disclaims any possibility that reliance on any past conditionsrepresentations, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect omissions by any of the Administrative Agent’s Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 6 shall survive (i) the entry into the Loan Agreement and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeLoan Documents, the Borrower unconditionally releases, waives and forever discharges (A) any and payment in full of all liabilities, obligations, duties, promises Secured Obligations of Borrowers under or indebtedness of any kind in respect of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Loan Agreement and the other Loan Documents, Documents and all other amounts owing thereunder and the termination of all such Loan Documents and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses the exercise by Holder of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which and all of its rights under the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindExisting Warrant Agreement.

Release. In order The Parties agree to induce each release the Administrative Agent other of all obligations, liabilities and costs arising under the Lenders Existing CECO 2 PPA as of the Effective Date, and to enter into this Amendmentfurther release each other regarding potential claims against one another and related to differing interpretations of the Existing CECO 2 PPA (the “PPA and Related Potential Claims”). Such claims include, without limitation, the Borrower acknowledges obligations to deliver, sell, receive and agrees thatpurchase energy and capacity under the Existing CECO 2 PPA, and disputes related to: (ia) the Borrower does not have any claim or cause payment for Delivered Energy (as such term is defined in the Existing CECO 2 PPA) delivered by NEA and received by CECO in excess of action against CECO’s entitlement; (b) the Administrative Agent or any Lender application of Article X(i), as set forth in the Existing CECO 2 PPA; (or any c) the allocation of certain congestion charges/credits imposed by the ISO; and (d) the pricing for the full term of the Existing CECO 2 PPA. The Parties agree that it is in their respective mutual best interests to waive such PPA and Related Potential Claims and to release each other from liability thereunder. Therefore, as of the Effective Date, the Parties, intending to be legally bound on behalf of themselves and their past, present and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, employees or agent); (ii) the Borrower does not have any offset rightagents, counterclaimattorneys, right of recoupment or any defense of any kind against the Borrower’s obligationsinsurers, indebtedness or liabilities to the Administrative Agent or any Lender; employees, stockholders, members, partners and (iii) representatives ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY, FULLY AND FOREVER ACQUIT, RELEASE, AND DISCHARGE AND COVENANT NOT TO XXX each of the Administrative Agent other and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilitiesof their past, obligationspresent and future parents, dutiessubsidiaries, promises or indebtedness of affiliates, successors, predecessors, assigns, directors, officers, agents, attorneys, insurers, employees, stockholders, members, partners and representatives, from any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right demands, obligations, charges, complaints, controversies, damages, liabilities, costs, expenses, judgments, guarantees, agreements, or defaults of recoupmentevery and any nature, suits relating to or defenses arising out of any kind whatsoever the PPA and Related Potential Claims, whether in law or equity and whether arising in contract (if anyincluding breach), whether arising at law tort or in equityotherwise, whether known and irrespective of fault, negligence or unknownstrict liability, which a Party may have had, or may now have, prior to the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindEffective Date.

Release. In order to induce As of the Administrative Agent and the Lenders to enter into this AmendmentAgreement Effective Date, the Borrower acknowledges Signatory Investor, on behalf of itself and agrees that: its respective successors and assigns, affiliates, members, directors, managers, officers, employees, agents and representatives (collectively, the “Releasing Parties”) shall, and hereby does, (i) release, acquit, waive and forever discharge each other party that is, or becomes, an Investor, from the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of time such Investor becomes party to an effective and binding Investor PSA and Commitment Agreement, and such Investor’s affiliates and their respective directorscurrent and former principals, officers, employees or agent); (ii) the Borrower does not have any offset rightdirectors, counterclaimmanagers, right of recoupment or any defense employees, agents, attorneys, successors, assigns, indemnitees and representatives of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases“Released Parties”), waives from and forever discharges against (A) any and all liabilitiesliability from all claims, obligationsjudgments, dutiesdemands, promises liens, actions, administrative proceedings and causes of action of every kind and nature, whether derivative or indebtedness otherwise, by reason of any kind actual or alleged act, omission, transaction, practice, conduct, occurrence, cause, event or other matter whatsoever occurring at any time on or prior to the date hereof, arising out of, relating to or in any way connected with the Debtors, the Judicial Reorganization or the negotiation or consummation of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this AmendmentRestructuring, the Credit Investor PSA, the Agreed Plan, the Commitment Agreement and the other Loan Documentsvarious transactions contemplated hereby and thereby (collectively, “Adverse Claims”) and (B) all claimsdamages, offsetsinjuries, causes contributions, indemnities, compensation, obligations, costs, attorney’s fees and expenses of action, right of recoupment, suits or defenses of any every kind whatsoever (if any), whether arising at law or in equityand nature whatsoever, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender fixed or any of their respective directors, officers, employees or agentscontingent, in either case law or in equity, sounding in tort or in contract and whether or not asserted (A) or (Bcollectively, “Damages”), on account arising out of any past or presently existing conditionin connection with or otherwise relating to such Adverse Claims, actwhether or not relating to liabilities, omissionAdverse Claims or Damages pending on, eventor asserted after, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.the date hereof and

Release. In order to induce (a) Effective as of the Administrative Agent Closing Date, except as set forth on Schedule 4.28 and for any rights or obligations under this Agreement or the Ancillary Agreements, each of Buyer and the Lenders to enter into this AmendmentCompany Group on behalf of itself and each of its Subsidiaries and Affiliates and each of its current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the Borrower acknowledges “Buyer Releasing Parties”), hereby irrevocably and agrees that: (i) unconditionally releases and forever discharges the Borrower does not have any claim or cause Earthbound Holders, their Affiliates, each of action against the Administrative Agent or any Lender (or any their direct and indirect equity holders, and each of their respective current and former officers, directors, officersemployees, employees or agent); partners, managers, advisors, successors and assigns (iisolely in their capacities as such) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives “Seller Released Parties”) of and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or defenses of any kind whatsoever (if anyimplied), and claims and demands whatsoever whether arising at law in Law or in equity, including any rights to indemnification or reimbursement from any Seller Released Parties whether known pursuant to their constituent documents, Contracts or unknownotherwise (collectively, the “Buyer Released Claims”) which the Borrower might otherwise Buyer Releasing Parties may have against each of the Administrative AgentSeller Released Parties, now or in the future, in each case in respect of any Lender cause, matter or thing relating to any of the Seller Released Parties occurring or arising on or prior to the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall operate to release (i) any Buyer Released Claims that any Buyer Releasing Party may have against any Seller Released Party arising under, or related to, this Agreement, the Ancillary Agreements or the Subject Transactions or (ii) any person outside its capacity as a Seller Released Party. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall limit the releases set forth in the Letters of Transmittal. (b) Effective as of the Closing Date, except as set forth on Schedule 4.28 and for any rights or obligations under this Agreement or the Ancillary Agreements, the Earthbound Holders and each of their direct and indirect equity holders and each of its current and former officers, directors, employees, successors and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges each of Buyer and the Earthbound Group, HM Earthbound LLC and their Affiliates, each of their direct and indirect equity holders, and each of their respective current and former officers, directors, officersemployees, employees or agentssuccessors and assigns (solely in their capacities as such) (collectively, in either case (Athe “Buyer Released Parties”) or (B)of and from any and all actions, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defensesuits, circumstance proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or matter implied), and claims and demands whatsoever whether in Law or in equity, including any rights to indemnification or reimbursement from any Buyer Released Parties whether pursuant to their constituent documents, Contracts or otherwise (collectively, the “Seller Released Claims”) which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case solely in respect of any kindcause, matter or thing relating to such Earthbound Holder’s status as an equityholder of Topco or the Company Group, respectively. Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall operate to release (i) any Seller Released Claims that any Seller Releasing Party may have against any Buyer Released Party arising under, or related to, this Agreement, the Ancillary Agreements or the Subject Transactions or (ii) any person outside its capacity as a Buyer Released Party.

Release. In order to induce the Administrative Agent With effect from Completion and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities subject to the Administrative Agent or any Lender; terms of the Amendment and Termination Agreement: (iiia) each of the Administrative Agent BBY Parties hereby waives and releases each member of CPW's Group (and shall procure the Lenders has heretofore properly performed waiver and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate release by any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any other member of the Administrative Agent’s BBY Shareholders' Group as necessary to give effect to this clause) from any liability whatsoever (whether actual or contingent) which may be owing to any member of the BBY Shareholders' Group by any member of CPW's Group and/or the Group, other than any liabilities arising under or in connection with the Transaction Documents (including those agreements which are stated in the Amendment and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeTermination Agreement as surviving Completion), the Borrower unconditionally releasesTax Sharing Deed, the Letter of Authority, the Dividend Waiver Deed or the Deed of Assignment and Amendment, and any other liabilities arising between those parties in the ordinary course of business and trading; and (b) each of CPW and JV Co hereby waives and forever discharges releases each member of BBY Shareholders' Group (Aand shall procure the waiver and release by any other member of CPW's Group as necessary to give effect to this clause) from any and all liabilities, obligations, duties, promises liability whatsoever (whether actual or indebtedness contingent) which may be owing to any member of CPW's Group by any kind member of the Administrative Agent BBY Shareholders' Group, other than any liabilities arising under or any Lender to in connection with the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly Transaction Documents (including those agreements which are stated in this the Amendment and Termination Agreement as surviving Completion), the Tax Sharing Deed, the Letter of Authority, the Dividend Waiver Deed or the Deed of Assignment and Amendment, and any other liabilities arising between such parties in the Credit Agreement ordinary course of business and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindtrading.

Release. In order Each Company Securityholder hereby consents to induce the Administrative Agent Transactions contemplated by this Agreement and irrevocably, unconditionally and completely releases, acquits and forever discharges each of the Lenders Releasees (as defined below) from any and all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature, including: (a) any unknown, inchoate, unsuspected or undisclosed claim; and (b) any claim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement (“Claims”), and hereby irrevocably, unconditionally and completely waives and relinquishes each and every Claim that the undersigned may have had in the past, may now have or may have in the future against any of the Releasees, directly or indirectly relating to enter into this Amendmentor directly or indirectly arising out of any events, the Borrower acknowledges and agrees thatmatters, causes, things, acts, omissions or conduct relating directly or indirectly to: (i) the Borrower does not have Transactions contemplated by this Agreement and occurring or existing at any claim time up to and including the date of this Agreement, excluding, for the avoidance of doubt, such Company Securityholder’s rights under this Agreement; or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time during Company Securityholder’s employment with the Borrower does Company, including, but not have any offset rightlimited to, counterclaimall claims related to such Company Securityholder’s compensation or benefits from the Company; provided, right of recoupment however, that nothing contained in this Section 5.7 shall constitute a release or any defense waiver of any kind against rights of such Company Securityholder explicitly provided for in this Agreement, any rights of such Company Securityholder explicitly provided for in any other Transaction Document to which such Company Securityholder is a party or in respect of claims relating to employment compensation payable for the Borrower’s obligationscurrent payroll period in the ordinary course of business. For purposes of this Section 5.7, indebtedness or liabilities to the Administrative Agent or any Lender“Releasees” means: (x) Acquirer and Subco; (y) each Affiliate of Acquirer and Subco; and (iiiz) each the successors and past, present and future successors, assigns and representatives of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair respective entities identified or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges referred to in clauses (Ax) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (By) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindthis sentence.

Release. In order to induce Effective at the Administrative Agent Closing, Seller, for itself and on behalf of its Affiliates, hereby irrevocably and unconditionally releases, acquits, and forever discharges, without any additional consideration or the Lenders to enter into this Amendmentneed for additional documentation, the Borrower acknowledges Mavrix, Canton Renewables, XXXX Xxxxxx, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective directorssuccessors, officersassigns, employees or agent); heirs, and legal and personal representatives (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives and forever discharges (A“Released Parties”) from any and all liabilitiescharges, obligationscomplaints, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetssuits, judgments, demands, actions, obligations or Liabilities, damages, causes of action, right of recoupmentrights, suits or defenses costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), of any kind whatsoever (if any)nature whatsoever, known, unknown, or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising at law out of the ownership of Mavrix, Canton Renewables and XXXX Xxxxxx or the management or operation of the Business before the Closing, provided, however, that nothing in equitythis Section 4.22 shall (a) limit in any manner any rights to indemnification, whether known advancement or unknownreimbursement of expenses to which current and former directors, which officers and managers of the Borrower might otherwise have Released Parties may be entitled to pursuant to the applicable Organizational Documents, (b) constitute a release of claims against the Administrative AgentAria, any Lender Republic Services, Inc. or any other member, strategic partner or contractual counterparty of their respective directorsany of the Released Parties, officers, employees or agents, in either case (A) or (Bc) apply to any employee or contractor of Seller or its Affiliates prior to the Closing, including, without limitation, the Transferred Employees (the “Released Claims”). This release shall only relate to those claims relating to the conduct occurring on or before the Closing Date. Effective at the Closing, on account of Seller hereby agrees that it shall not, and shall cause its Affiliates not to, institute, pursue, solicit, encourage, or assist any past Proceeding or presently existing conditionclaim in state, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance provincial or matter of any kindfederal court against or adverse to the Released Parties arising from or attributable to the Released Claims.

Release. In order 3.1 This deed is in full and final settlement of (a) subject to induce Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any actions, claims, rights, demands, whether or not presently known or suspected, and whether actual or contingent, from the Administrative Agent beginning of time up to and including the date of this Deed, that Amarin, on behalf of itself and/or any of its predecessors, successors, parents, subsidiaries, affiliates, related entities, and the Lenders assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Amarin Releasing Parties”) ever had, may have or hereafter can, shall or may have against Elan, all of Elan’s predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Elan Released Parties”) arising in connection with or related to enter the Elan Debt Agreements, the Elan Charge and the Zelapar Agreement (the “Amarin Released Claims”) and of: (b) subject to Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any actions, claims, rights, demands, whether or not presently known or suspected, and whether actual or contingent, from the beginning of time up to and including the date of this Deed, that Elan, on behalf of itself and/or any of its predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Elan Releasing Parties”) ever had, may have or hereafter can, shall or may have against Amarin, all of Amarin’s predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Amarin Released Parties”) arising in connection with or related to the Elan Debt Agreements, the Elan Charge and the Zelapar Agreement (the “Elan Released Claims”). 3.2 Nothing in this Deed shall prevent either party making any clams or demands in respect of the Warrant Instrument, the Loan Instrument, the Elan Charge (as amended by the Debenture Amendment Agreement No. 2) or any other agreement of even date herewith to include for the avoidance of doubt any other Restructuring Document or other document described in the “Escrow Letter” of today’s date entered into by Amarin and Elan Corp, in respect of claims arising solely in connection with matters on or after the date of this Deed or any other agreement or arrangement entered into between the parties and/or their respective subsidiary companies subsequent to the parties entering into this AmendmentDeed 3.3 Nothing in this Deed shall be deemed a release of or otherwise prejudice or affect: (a) EIS’ or Monksland’s rights as ordinary shareholders of Amarin, except to the extent of the releases provided by the Amarin Releasing Parties to the Elan Released Parties on their behalf, nor their rights under the Registration Rights Agreement dated as of 21 October 1998 and amended by Amendment No. 1 and Waiver dated 27 January 2003 between Amarin, EIS and Monksland; (b) any right of any party to enforce the provisions of this Deed; (c) without prejudice to the generality of the foregoing, any right the Elan Releasing Parties or the Amarin Released Parties may have against the Elan Releasing Parties, the Borrower acknowledges and agrees that: Amarin Released Parties and/or Valeant under (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directorsPermax Assignment and Assumption Agreement between EP Inc., officers, employees or agent)Amarin and Valeant Pharmaceuticals International; (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any LenderZelapar Assignment and Assumption Agreement between EPIL and Amarin; and (iii) each the Zelapar Assignment and Assumption Agreement between Amarin, EPIL and Valeant Pharmaceuticals International; and in particular the rights to indemnification provided thereunder; (d) any provision of any agreement requiring confidential information of a party to be kept confidential and/or not misused by the other party; (e) the provisions relating to product liability set out in Clauses 3.4 and 3.5 below; and accordingly, the Elan Debt Agreements and the Zelapar Agreement are deemed terminated with effect from the date of this Deed if not already terminated, so that only the post-termination restrictions on confidentiality shall apply. 3.4 EP Inc and Amarin retain their respective rights and are subject to such obligations as are set out in Clause 4 of the Administrative Agent Assignment and the Lenders has heretofore properly performed Assumption Agreement relating to Permax with effective date 29th March 2002. 3.5 Elan Corp represents and satisfied in a timely manner all of its obligations warrants to the Borrower. The Borrower wishes Amarin that to eliminate any possibility Elan’s knowledge there are no Proceedings or pending Proceedings that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have been commenced against the Administrative Agent, any Lender Elan or any of their respective directorsits subsidiaries relating to the use of the product Zelapar in the Clinical Trials. Additionally, officersto Elan’s knowledge, employees no such Proceeding has been threatened nor to Elan’s knowledge is Elan aware of any circumstances which are likely to give rise to any Claim (as defined below). 3.6 Amarin shall indemnify Elan from and against any claim, damage or agentsloss, in either case including reasonable attorneys’ fees (A) or (Ba “Claim”), on account to the extent that such Claim is related to the use of any past Zelapar in the Clinical Trials save that the foregoing indemnity shall not apply: (a) to the extent a Claim is attributable to an act or presently existing conditionomission of Elan constituting negligence, actrecklessness, omissionwilful misconduct or fraud by Elan; and/or (b) where Elan is breach of the warranty and representation set out in Clause 3.5 Claim has been commenced as of the date of this Deed or, eventto the actual knowledge of Elan, contract, liability, obligation, indebtedness, claim, cause is threatened as of action, defense, circumstance or matter the date of any kindthis Deed.

Release. In order Effective (x) with respect to induce the Administrative Agent Theravance Initial Released Claims (as defined below), upon the Closing (and irrespective of whether the Lenders Innoviva Closing occurs), and (y) with respect to enter into this Amendmentthe Theravance Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each of Theravance Biopharma and GSK, on behalf of itself and each of its affiliates and subsidiaries (collectively, the Borrower acknowledges “Theravance Biopharma/GSK Releasing Parties”), hereby unconditionally and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally forever releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right choses in action, suits, debts, damages, dues, sums of recoupmentmoney, suits or defenses accounts, reckonings, bonds, bills, specialties, controversies, variances, trespasses, judgments, remedies, rights of any kind whatsoever (if any)set-off, whether arising at law or in equitythird-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims, whether known or unknownUnknown Claims, which the Borrower might liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, whether direct, indirect, derivative, or otherwise, and whether arising in law, equity or otherwise (collectively, “Causes of Action”) that could have been, or may be, asserted by or on behalf of such Theravance Biopharma/GSK Releasing Party against the Administrative Agentother Theravance Biopharma/GSK Releasing Party and its affiliates or subsidiaries and the respective current and former officers, managers, affiliates, subsidiaries, partners, directors, employees, agents, members, shareholders, securities holders, note holders, advisors and professionals (including any Lender or any attorneys, accountants, consultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective directorssuccessors and assigns, officerseach solely in its capacity as such (collectively, employees or agentsthe “Theravance Biopharma/GSK Released Parties”), to the extent, in either case (A) or (B)each case, based on account of any past or presently existing condition, act, omission, transaction, event, contractoccurrence or facts or circumstances taking place, liabilitybeing omitted, obligationexisting or otherwise arising prior to (i) the Closing (the “Theravance Initial Released Claims”), indebtednessor (ii) the Innoviva Closing (the “Theravance Subsequent Released Claims”), claimand, cause in each case (i) and (ii), relating to (a) that certain Collaboration Agreement, dated as of actionNovember 14, defense2002, circumstance as amended on April 11, 2006 and March 3, 2014, by and between Innoviva and GSK (the “Collaboration Agreement”), (b) the Master Agreement, (c) that certain Extension Agreement, dated as of March 3, 2014, by and between Theravance Biopharma and GSK (the “Extension Agreement”), and (d) the EPAs, in each case including any and all related or matter ancillary agreements, certificates or documents ((i) and (ii) collectively, the “Theravance Released Claims”). Notwithstanding the foregoing and anything contrary set forth herein, nothing in this Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any kindright to receive royalties payable by GSK (and related matters) following the Closing, and nothing herein shall limit or affect in any manner GSK’s ownership, intellectual property and control rights with respect to the Collaboration Products (as defined in the Collaboration Agreement) under the Collaboration Agreement. Effective (x) with respect to the Innoviva Initial Released Claims (as defined below), upon the Closing (and irrespective of whether the Innoviva Closing occurs), and (y) with respect to the Innoviva Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each of Innoviva and GSK, on behalf of itself and each of its affiliates and subsidiaries (collectively, the “Innoviva/GSK Releasing Parties”, and together with the Theravance Biopharma/GSK Releasing Parties, the “Releasing Parties”), hereby unconditionally and forever releases, waives and discharges all Causes of Action that could have been, or may be, asserted by or on behalf of such Innoviva/GSK Releasing Party against the other Innoviva/GSK Releasing Party and its affiliates or subsidiaries and the respective current and former officers, managers, affiliates, subsidiaries, partners, directors, employees, agents, members, shareholders, securities holders, note holders, advisors and professionals (including any attorneys, accountants, consultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, each solely in its capacity as such (collectively, the “Innoviva/GSK Released Parties”, and together with the Theravance Biopharma/GSK Released Parties, the “Released Parties”), to the extent, in each case, based on any act, omission, transaction, event, occurrence or facts or circumstances taking place, being omitted, existing or otherwise arising prior to (i) the Closing (the “Innoviva Initial Released Claims”), or (ii) the Innoviva Closing (the “Innoviva Subsequent Released Claims”), and, in each case (i) and (ii), relating to (a) the Collaboration Agreement, (b) the Master Agreement, (c) the Extension Agreement, and (d) the EPAs, in each case including any and all related or ancillary agreements, certificates or documents ((i) and (ii) collectively, the “Innoviva Released Claims”, and together with the Theravance Released Claims, the “Released Claims”); provided, however, that (i) claims (if any) related to the incorrect reporting, calculation, or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products (as defined in that certain Limited Liability Company Agreement of TRC (as amended, the “TRC LLC Agreement”)) in calendar year 2021 (regardless of when such payments are recognized, due or paid, provided that such Net Sales occurred in calendar year 2021) shall be handled in accordance with the immediately following paragraph below (such claims described in clause (i) of this proviso are referred to herein as “2021 Claims”) and (ii) claims (if any) related to the incorrect reporting, calculation or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products for the period on or after January 1, 2022 (regardless of when such payments are recognized, due or paid) shall not be deemed Innoviva Released Claims. Notwithstanding the foregoing and anything contrary set forth herein, nothing in this Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any right to receive royalties payable by GSK (and related matters) following the Closing, and nothing herein shall limit or affect in any manner GSK’s ownership, intellectual property and control rights with respect to the Collaboration Products under the Collaboration Agreement. During the period from the Closing until the date that is thirty (30) days following the Closing, Innoviva may elect to exercise its rights under Section 6.10 of the Collaboration Agreement to audit GSK with respect to 2021 Claims. If such election is made, GSK shall provide information and reasonably cooperate with Innoviva and its representatives in connection with such audit in each case in the manner set forth in the Collaboration Agreement and consistent with the prior audit practices under the Collaboration Agreement. Subject to GSK’s compliance in all material respects with the foregoing, Innoviva shall use commercially reasonable efforts to cause such audit to be completed within 120 days of the Closing; it being understood and agreed that such 120 day period shall be tolled for any period of time in which GSK fails to comply in any material respect with its cooperation and access obligations (such 120 day period, as may be extended in accordance with the foregoing, the “Audit Period”). At the conclusion of the Audit Period, Innoviva shall provide to GSK a written description (an “Audit Notice”) in reasonable detail of any Cause of Action it believes it has against GSK with respect to the 2021 Claims. To the extent that a Cause of Action is identified on such notice, such Cause of Action (those Causes of Action deriving from it) shall not be deemed an Innoviva Released Claim hereunder and Innoviva shall have all rights and remedies available to it under the Collaboration Agreement, applicable law or otherwise in respect thereof. If Innoviva does not exercise its audit right during the 30 day period identified above or does not deliver an Audit Notice within the time specified above, all 2021 Claims shall be deemed Released Claims and Innoviva may not exercise its right to audit GSK pursuant to Section 6.10 of the Collaboration Agreement or otherwise with respect to any period prior to January 1, 2022. Any Cause of Action not set forth on the Audit Notice shall be deemed a Released Claim. For the avoidance of doubt, nothing herein shall affect Innoviva’s rights to audit in accordance with Section 6.10 of the Collaboration Agreement 2022 or any year thereafter in respect of Retained Products.

Release. In order to induce As a material part of the consideration for the Administrative Agent Agent, the Required Lenders, the Swingline Lender and the Lenders to enter Issuing Lender entering into this Amendment, the Borrower acknowledges and agrees that: each Subsidiary Guarantor (icollectively, the “Releasors”) agree as follows (the Borrower does not have any claim or cause of action against “Release Provision”): (a) The Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent or any Agent, the Swingline Lender, the Issuing Lender, each Lender (or any of their respective directorsand the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, employees or agent); managers, directors, shareholders, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, and affiliates (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each hereinafter all of the Administrative Agent above collectively referred to as the “Lender Group”), from any and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsclaims, actscounterclaims, omissionsdemands, eventsdamages, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rightsdebts, interestsagreements, covenants, suits, contracts, collateral security or remedies. Thereforeobligations, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claimsaccounts, offsets, rights, actions, and causes of action, right of recoupment, suits or defenses action of any kind nature whatsoever (if any), and whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or (b) The Releasors agree not to xxx any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the Borrower might otherwise release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have against read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, any Swingline Lender, Issuing Lender or any and each Lender to enter into this Amendment. (e) It is the express intent of their respective directors, officers, employees or agents, the Releasors that the release and discharge set forth in either case (A) or (B), on account the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any past Claims released hereby against Lender Group. (f) If any term, provision, covenant, or presently existing conditioncondition of the Release Provision is held by a court of competent jurisdiction to be invalid, actillegal, omissionor unenforceable, eventthe remainder of the provisions shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, contractbut the Releasors expressly shall have and intend to fully, liability, obligation, indebtedness, claim, cause finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of action, defense, circumstance statutory or matter decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in such party’s favor at the time of any kindexecuting the release.

Release. In order to induce the Administrative Agent and the Lenders Banks to enter into this ------- Amendment, each of the Borrower Borrowers, on behalf of itself and its Subsidiaries, acknowledges and agrees that: (ia) the Borrower such Person does not have any claim or cause of action against the Administrative Agent Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Lender Bank (or any of their its respective directors, officers, employees or agentagents); (iib) the Borrower such Person does not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its respective obligations, indebtedness or liabilities to the Administrative Agent Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any LenderBank; and (iiic) each of the Administrative Agent Agent, the Arranger, the Collateral Agent, the Swing Line Bank and the Lenders Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to such Person. Each of the Borrower. The Borrower Borrowers, on behalf of itself and its Subsidiaries, wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s 's, the Arranger's, the Collateral Agent's, the Swing Line Bank's and the Lenders’ Banks' rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower Borrowers, on behalf of itself and its Subsidiaries, unconditionally releases, waives and forever discharges (Ax) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Lender Bank to the Borrowersuch Person, except the obligations to be performed by the Administrative Agent Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Lender Bank on or after the date hereof as expressly stated in this Amendment, the Credit Loan Agreement and the other Loan Documents, and (By) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower such Person might otherwise have against the Administrative Agent, the Arranger, the Collateral Agent, the Swing Line Bank, any Lender Bank or any of their respective its directors, officers, employees or agents, in either case (Ax) or (By), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce As a material part of the consideration for the Administrative Agent and the Lenders to enter entering into this Fifth Amendment, the Borrower acknowledges and agrees that: each Subsidiary Guarantor (icollectively, the “Releasors”) agree as follows (the Borrower does not have any claim or cause of action against “Release Provision”): (a) The Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent or any Agent, the Swingline Lender, the Issuing Lender (or any of their respective directorseach Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, employees or agent); managers, directors, shareholders, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, and affiliates (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each hereinafter all of the Administrative Agent above collectively referred to as the “Lender Group”), from any and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsclaims, actscounterclaims, omissionsdemands, eventsdamages, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rightsdebts, interestsagreements, covenants, suits, contracts, collateral security or remedies. Thereforeobligations, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claimsaccounts, offsets, rights, actions, and causes of action, right of recoupment, suits or defenses action of any kind nature whatsoever (if any), and whether arising at law or in equity, presently possessed, whether known or unknown, which whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Borrower might otherwise Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the Fifth Amendment Effective Date. (b) The Releasors agree not to xxx any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Fifth Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Fifth Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, any Swingline Lender, Issuing Lender or any and each Lender to enter into this Fifth Amendment. (e) It is the express intent of their respective directors, officers, employees or agents, the Releasors that the release and discharge set forth in either case (A) or (B), on account the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any past Claims released hereby against Lender Group. (f) If any term, provision, covenant, or presently existing conditioncondition of the Release Provision is held by a court of competent jurisdiction to be invalid, actillegal, omissionor unenforceable, eventthe remainder of the provisions shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, contractbut the Releasors expressly shall have and intend to fully, liability, obligation, indebtedness, claim, cause finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of action, defense, circumstance statutory or matter decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in such party’s favor at the time of any kindexecuting the release.

Release. In order to induce As a material part of the consideration for the Administrative Agent, the Collateral Agent and the Lenders to enter entering into this Fifth Amendment, the Borrower acknowledges and agrees that: each other Loan Party (icollectively, the “Releasors”) agree as follows (the Borrower does not have any claim or cause “Release Provision”): (a) Other than with respect to the agreements of action against the Lenders specifically set forth herein, the Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent or any Agent, the Collateral Agent, each Lender (or any of their respective directorsand the Administrative Agent’s, the Collateral Agent’s and each Lender’s predecessors, successors, assigns, participants, officers, employees or agent); managers, directors, shareholders, partners, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, and affiliates (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each hereinafter all of the Administrative Agent above collectively referred to as the “Lender Group”), from any and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsclaims, actscounterclaims, omissionsdemands, eventsdamages, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rightsdebts, interestsagreements, covenants, suits, contracts, collateral security or remedies. Thereforeobligations, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claimsaccounts, offsets, rights, actions, and causes of action, right of recoupment, suits or defenses action of any kind nature whatsoever (if any), and whether arising at law or in equity, presently possessed, whether known or unknown, which whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Borrower might otherwise Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the date hereof. (b) The Releasors agree not to xxx any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Fifth Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Fifth Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, any the Collateral Agent and each Lender or any to enter into this Fifth Amendment. (e) It is the express intent of their respective directors, officers, employees or agents, the Releasors that the release and discharge set forth in either case (A) or (B), on account the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any past Claims released hereby against Lender Group. (f) If any term, provision, covenant, or presently existing conditioncondition of the Release Provision is held by a court of competent jurisdiction to be invalid, actillegal, omissionor unenforceable, eventthe remainder of the provisions shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, contractbut the Releasors expressly shall have and intend to fully, liability, obligation, indebtedness, claim, cause finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of action, defense, circumstance statutory or matter decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in such party’s favor at the time of any kindexecuting the release.

Release. In order Effective upon the Closing and receipt by Stockholder of the right to induce receive the Administrative Agent and portion of the Lenders merger consideration to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities which Stockholder is entitled at Closing pursuant to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsMerger Agreement, actsif any, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally Stockholder hereby generally releases, waives remises and forever discharges Parent, Merger Sub, the Company, the Stockholders’ Representative, the Surviving Corporation and their respective Agents (Aas herein defined) from and against any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdemands, liens, actions, agreements, suits, causes of action, right obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of recoupmentwhatever kind or nature in law, suits equity or defenses otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the execution and delivery of this Agreement that arise out of any kind whatsoever (if any)rights Stockholder may have in his, whether arising at law her or in equity, whether known or unknown, which the Borrower might otherwise have its capacity as a holder of Company Capital Stock against the Administrative Agent, any Lender Company or any of their respective its Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) any claims or rights Stockholder had, has or may have under the Merger Agreement or any other agreements or instruments executed and delivered in connection with the Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Company, any claim or right of Stockholder to be indemnified as a result of serving as a director or officer of the Company, including, but not limited to, any rights available to Stockholder for indemnification or insurance recoveries under the Company’s Organizational Documents, any agreement between Stockholder and the Company or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the Company, any rights with respect to earned but unpaid salary or other compensation or benefits that accrued prior to the Closing in the ordinary course of business. As used herein, an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, officersstockholders, employees or parents, subsidiaries, Affiliates, partners, related corporate entities, agents, in either case (A) attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any Law, rule, provision or (B), on account statute of any past jurisdiction that states in full (or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.otherwise in substance) as follows:

Release. In order to induce the Administrative Agent and the Lenders to enter into this AmendmentAgreement, the each Borrower acknowledges and agrees that: : (i) the no Borrower does not have has any claim or cause of action against the Administrative Agent or any Lender (or any of their its respective directors, officers, employees or agentagents); (ii) the no Borrower does not have has any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the each Borrower. The Borrower wishes Borrowers wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s 's and the Lenders’ ' rights, interests, contracts, collateral security or remedies. Therefore, the each Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the any Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this AmendmentAgreement, the Credit Agreement, the Forbearance Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the any Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective its directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindkind existing as of the date hereof, or occurring prior to the date hereof.

Release. In order to induce the Administrative Agent (a) Each Indemnitor, jointly and the Lenders to enter into this Amendmentseverally, the Borrower acknowledges on its behalf and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each on behalf of the Administrative Agent Indemnitor Parties hereby unconditionally and irrevocably forever RELEASES, DISCHARGES AND ACQUITS the Lenders has heretofore properly performed Indemnified Parties from and satisfied in a timely manner against all Claims and Losses of its obligations to the Borrower. The Borrower wishes to eliminate whatsoever kind or nature, under any possibility that any past conditions, acts, omissions, events, circumstances Law or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any)otherwise, whether arising at law accrued or in equityunaccrued, whether known or unknown, which whether now existing or that might arise hereafter, present or future, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, contingent or fixed, liquidated or unliquidated, including without limitation any Claims for contribution and/or indemnity, and for all Losses of any kind or nature, Claims for prejudgment interest, lost profits, consequential damages, exemplary damages, and other expenses or damages, incurred or to be incurred for, upon, or by reason of any matter, cause or thing arising prior to, on or following the Borrower might otherwise have against Effective Date arising out of, in connection with, or in any way related to Mining Operations at the Administrative AgentMines (collectively, any Lender the “Release Obligations”), regardless of when or how any of the Claims and Losses related to the Release Obligation arose and notwithstanding their respective directorsforeseeability or predictability. (b) Each Indemnitor, officers, employees or agents, in either case (A) or (B)jointly and severally, on account its behalf and on behalf o f the Indemnitor Parties, hereby unconditionally and irrevocably agrees to indemnify and hold harmless the Indemnified Parties from and against any and all Claims and Losses of whatsoever kind or nature (including prejudgment interest, lost profits, consequential damages, exemplary damages) directly or indirectly arising from Claims of any past Person (including any Governmental Authority) relating to any Release Obligations. (c) Any Indemnified Party that is named in a Claim that is related to the Release Obligations or presently existing conditionpursuant to which indemnification is available under Section 4.1(b) shall have control over the management, actprosecution and settlement of such Claim, omission, event, contract, liability, obligation, indebtedness, claim, cause all at the expense of action, defense, circumstance or matter of any kindthe Indemnitors.

Release. In order to induce the Administrative Collateral Agent and the Lenders Holders to enter into this Amendment, the Borrower acknowledges Company and agrees its Subsidiaries acknowledge and agree that: (ia) the Borrower does Company and its Subsidiaries do not have any claim or cause of action against the Administrative Collateral Agent or any Lender Holder (or any of their its respective directors, officers, employees or agentagents); (iib) the Borrower does Company and its Subsidiaries do not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its respective obligations, indebtedness or liabilities to the Administrative Collateral Agent or any LenderHolder; and (iiic) each of the Administrative Collateral Agent and the Lenders has each Holder have heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompany and its Subsidiaries. The Borrower wishes Company and its Subsidiaries wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect the Collateral Agent's or any of the Administrative Agent’s and the Lenders’ Holder's rights, interests, contracts, collateral security or remedies. Therefore, the Borrower Company and its Subsidiaries unconditionally releasesrelease, waives waive and forever discharges discharge (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Collateral Agent or any Lender Holder to the BorrowerCompany and its Subsidiaries, except the obligations to be performed by the Administrative Collateral Agent or any Lender Holder on or after the date hereof as expressly stated in this Amendment, the Credit Securities Purchase Agreement and the other Loan DocumentsFinancing Agreements, and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower Company and its Subsidiaries might otherwise have against the Administrative Collateral Agent, any Lender Holder or any of their respective its directors, officers, employees or agents, in either case (Ai) or (Bii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce Each of the Administrative Agent Loan Parties, for itself and its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable, hereby fully and unconditionally releases each of the Lenders to enter into this AmendmentLenders, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); employees, subsidiaries, affiliates, attorneys, agents, representatives, successors and assigns (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives and forever discharges (A“Released Parties”) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right costs or demands of recoupment, suits whatever kind or defenses of any kind whatsoever (if any), whether arising at law or in equitynature, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, or matured or unmatured, which the Borrower might otherwise any Loan Party may have had against the Administrative Agent, Released Parties by reason of any Lender act or any omission on the part of their respective directors, officers, employees or agentsthe Released Parties occurring prior to the date hereof, in either each case regarding or relating to the Amended Document or the other Loan Documents (A) or (Bcollectively, the “Released Matters”); provided, on account of that Released Matters shall not include any past or presently existing conditionclaims, act, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defensecosts or demands of whatever kind or nature, circumstance whether known or matter unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, or matured or unmatured, resulting from the gross negligence or willful misconduct of the Released Parties, as determined by a court of competent jurisdiction in a final and non-appealable judgment or order. Each of the Loan Parties represents and warrants that (i) it has no knowledge of any kind.such claims by it against the Released Parties and (ii) that the foregoing constitutes a full and complete release of all such claims. DocuSign Envelope ID: DE4B7423-D441-4F02-A273-9867166648B3 ​ ​ ​ ​ BORROWER HARMONY BIOSCIENCES HOLDINGS, INC. ​ ​ ​ ​ ​ By: ​ ​ Name: Xxxx X. Xxxxxx ​ ​ Title: President and Chief Executive Officer ​ ​ ​ ​ ​ GUARANTOR HARMONY BIOSCIENCES, LLC ​ ​ ​ ​ ​ By: ​ ​ Name: Xxxx X. Xxxxxx ​ ​ Title: President and Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ [Signature Page to Amendment No. 1 to Credit Agreement] ​ ​ LENDERS ALOE SUB LLC, ​ ​ as a Lender ​ ​ ​ ​ ​ By: Aloe Top Sub LLC, its sole member ​ ​ By: Aloe Topco LP, its sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: Xxxxxx Xxxxxx ​ ​ Title:Authorized Signatory ​ ​ ​ ​ ​ ​ ​ ​ ALPACA SUB LLC, ​ ​ as a Lender ​ ​ ​ ​ ​ By: Alpaca Top Sub LLC, its sole member ​ ​ By: Alpaca Topco LP, its sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: Xxxxxx Xxxxxx ​ ​ Title:Authorized Signatory ​ ​ ​ ​ ​ ​ ​ ​ BEGONIA SUB LLC, ​ ​ as a Lender ​ ​ ​ ​ ​ By: Begonia Top Sub LLC, its sole member ​ ​ By: Begonia Topco LP, its sole member ​ ​ By: BXC Azul Associates LLC, its general partner ​ ​ ​ ​ ​ By: ​ ​ Name: Xxxxxx Xxxxxx ​ ​ Title:Authorized Signatory ​ ​ [Signature Page to Amendment No. 1 to Credit Agreement] ​

Release. In order (a) As an inducement to induce the Administrative Agent and the Lenders Purchaser to enter into this AmendmentAgreement and consummate the Transactions and for other good, the Borrower acknowledges valuable and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directorssufficient consideration, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent Shareholders, with the intention of binding himself, herself or itself and his or her heirs, executors, administrators and assigns (the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions“Releasors”), acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any shall hereby as of the Administrative Agent’s and the Lenders’ rightsClosing release, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives acquit and forever discharges discharge the Company, and each of their past and present Affiliates, Subsidiaries, and Representatives, and all Persons acting by, through, under, or in concert with such Persons (A) the “Releasees”), of and from any and all liabilitiesmanner of action or actions, obligations, duties, promises cause or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupmentsuits, suits arbitrations, demands, debts, contracts, agreements, promises, liability, damages, or defenses Loss of any kind whatsoever (if any)nature whatsoever, whether arising at law or in equity, whether known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein, arising out of or relating to the Releasor’s involvement with the Company whether as investor, employee or consultant (hereinafter, a “Claim”), which the Borrower might otherwise Releasors now have or may hereafter have against the Administrative AgentReleasees, any Lender or any of their respective directorsthem (the “Released Matters”); provided, officershowever, employees that nothing set forth in this Section 6.6 shall (i) affect the ability of any such Shareholder to bring a Claim under this Agreement or agentsany other agreement contemplated hereby, (ii) if any Releasor is an officer or employee of or consultant to the Company, release, acquit or discharge any rights to any entitlement, salary, bonus or employment benefits or consultancy fees earned or accrued by or for the benefit of such Releasor prior to the Closing in either case respect of services performed by such Releasor as an officer or employee of or consultant to the Company, (Aiii) if any Releasor is an officer, director or employee of or consultant to the Company, release, acquit or discharge any rights to any entitlement to indemnification, contribution or reimbursement of expenses afforded under the Company’s constituent documents or applicable law arising out of or relating to such Releasor’s service as an officer, director, employee or consultant; or (B), on account iv) affect the ability of any past of the Shareholders to bring a Claim with respect to any ordinary course of employment rights or presently existing conditionany Contracts with Purchaser, actany Affiliates of Purchaser or the Company that remain in effect after the Closing. Each Shareholder represents and warrants to the Company and Purchaser that there has been no assignment or other transfer of any interest in any Claim arising out of or based upon any of the Released Matters which such Shareholder may have against any of the Releasees, omission, event, contract, and each Shareholder agrees to indemnify and hold the Releasees harmless from any liability, obligationClaims or attorneys’ fees or expenses incurred as a result of any Person asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such party. (b) Each Shareholder represents and warrants to the Company and Purchaser that it has not filed, indebtednessnor has as of the date hereof, claimany Claims arising out of or based upon any of the Released Matters against any of the Releasees. Each Shareholder agrees that if such Shareholder hereafter commences, cause joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder, or in any manner asserts against the Releasees any of the Claims released hereunder, including, without limitation, through any motion to reconsider, reopen or appeal the dismissal of the suit or action, defensethen such Shareholder will pay to the Releasees against whom such claim(s) is asserted all damages incurred by such Releasees in defending or otherwise responding to said Claim. (c) Notwithstanding anything to the contrary herein, circumstance or matter the release set forth in this Section 6.6 shall have no force and effect until payment of any kindthe Adjusted Closing Stock Consideration at the Closing.

Release. In order As a material part of the consideration for the Administrative Agent and the Lenders entering into this Agreement, the Loan Parties agree as follows (the “Release Provision”): (a) The Administrative Agent, the Lenders, each of their respective Affiliates and each of the foregoing Persons’ respective officers, managers, members, directors, advisors, sub-advisors, partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to induce as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under or otherwise arising in connection with the Investment Documents, in each case arising on or prior to the Fifth Amendment Effective Date, except to the extent such actions, causes of action, claims, demands, damages and liabilities result from the gross negligence or willful misconduct of any of the Lender Group as determined by a court of competent jurisdiction in a final and nonappealable judgment; provided, however, that, the Loan Parties do not release, discharge or acquit the Lender Group from their respective obligations specifically set forth in this Agreement. (b) Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that: (i) it has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for such Loan Party has read and considered the Release Provision and advised such Loan Party with respect to the same. Before execution of this Agreement, such Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) no Loan Party is acting in reliance on any representation, understanding, or agreement not expressly set forth herein or in the Credit Agreement or other Investment Documents. Each Loan Party acknowledges that the Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person. (iv) the Loan Parties are the sole owners of the claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such claims to any other Person. (c) Each Loan Party understands that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this AmendmentAgreement. The Release Provision shall be in addition to any rights, the Borrower acknowledges privileges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities immunities granted to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to under the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Investment Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order (a) As of the Effective Date, Pac-West, for itself and its subsidiaries, affiliates, predecessors, successors and assigns, does hereby voluntarily and knowingly, unconditionally and absolutely release and forever discharge Qwest and its subsidiaries, affiliates, predecessors, principals, officers, directors, employees, successors and assigns from any and all claims of any kind or character arising, in whole or part, prior to induce the Administrative Agent Effective Date, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, contingent, foreseen or unforeseen, suspected or unsuspected, and the Lenders whether or not heretofore asserted, and which in any way relate to enter into this Amendment, the Borrower acknowledges and agrees that: or arise out of (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender that certain IRU Agreement dated June 30, 2000 (or any of their respective directors, officers, employees or agent“IRU Agreement”); (ii) the Borrower does Dial Access Agreement, including but not have any offset rightlimited to, counterclaim, right of recoupment or any defense of any kind against QCC’s obligations under the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any LenderMinimum Service Commitment; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied Pac-West AZ Complaint. Nothing in a timely manner all this Section relieves QCC from liability for any of its obligations to under the Borrower. The Borrower wishes to eliminate Dial Access Agreement, as amended by the Dial Access Amendment or any possibility that any past conditionsother agreement between the parties, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any precludes Pac-West from opposing the Reserved Claims. (b) As of the Administrative Agent’s Effective Date, Qwest, for itself and the Lenders’ rightsits subsidiaries, interestsaffiliates, contractspredecessors, collateral security or remedies. Thereforesuccessors and assigns, the Borrower does hereby voluntarily and knowingly, unconditionally releases, waives and absolutely release and forever discharges (A) discharge Pac-West and its subsidiaries, affiliates, predecessors, principals, officers, directors, employees, successors and assigns from any and all liabilities, obligations, duties, promises or indebtedness claims of any kind of the Administrative Agent or any Lender character arising, in whole or part, prior to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityEffective Date, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, contingent, foreseen or unforeseen, suspected or unsuspected, and whether or not heretofore asserted, and which in any way relates to or arises out of (i) the Borrower might otherwise have against IRU Agreement; (ii) the Administrative AgentDial Access Agreement; and (iii) the QC AZ Counterclaims. Nothing in this Section relieves Pac-West from liability for any of its obligations under the WSA, as amended by the WSA Amendment or any other agreement between the parties and or their affiliates, or the Reserved Claims. (c) The claims referenced in this Section, include, but are not limited to, any Lender or any and all demands, lawsuits, debts, accounts, covenants, agreements, rights of their respective directorsrecovery, officersliabilities, employees or agentsliens, in either case (A) or (B)obligations, on account losses, costs, expenses, remedies, indemnification responsibilities, and causes of action of any past nature, whether in contract or presently existing conditionin tort, actwhether based upon fraud or misrepresentation, omissionbreach of duty, eventor common law, contractor arising or by virtue of any judicial decision, liabilityfederal, obligationstate or regulatory statute or regulation, indebtednessfor past, claimpresent and future harm, cause of actionproperty or economic damage, defense, circumstance or matter and for all other losses and damages of any kind, including, but not limited to, the following: all actual damages; all exemplary, punitive and statutory damages; all penalties of any kind; damage to business reputation; lost profits or good will; consequential damages; damages ensuing from loss of credit; costs of mobilization and demobilization, and pre-judgment and post-judgment interest, costs and attorneys' fees; provided, however, that the term “claim” referenced in this Section does not include and shall not be construed to include any claim for breach of any warranty or obligation created by or arising under this Agreement, the IRU Agreement, the Dial Access Agreement or the AZ Interconnection Agreement. The claims do not, however, include the Reserved Claims.

Release. In order (a) Effective as of the Effective Time, in consideration for the right to induce receive the Administrative Agent and payment provided for in the Lenders to enter into this AmendmentMerger Agreement (including, without limitation, the Borrower acknowledges acceleration of my unvested Company Stock Options), I acknowledge and agrees that: agree, on behalf of myself and, if and only to the extent permitted under Applicable Law, each of my agents, trustees, beneficiaries, directors, officers, controlled Affiliates, subsidiaries, estate, successors, assigns, members and partners (each, a “Releasing Party”) that I irrevocably and unconditionally release (i) Parent, (ii) the Borrower does not have Company; (iii) each person or entity that is an Affiliate of the Company or Parent; and (iv) the successors and past, present and future assigns, directors, officers, employees, agents, attorneys and representatives of the respective Persons identified or otherwise referred to in any claim of clauses (i), (ii), (iii) and (iv) of this Section 7 (collectively, the “Releasees”) from and after the Effective Time from any and all past, present or future dispute, claim, controversy, demand, right, obligation, liability, action or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligationsor nature, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges including: (A) any and all liabilitiesunknown, obligations, duties, promises unsuspected or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, undisclosed claim; and (B) all claims, offsets, causes of action, any claim or right of recoupment, suits that may be asserted or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which exercised by the Borrower might otherwise have against the Administrative Agent, any Lender Releasing Party or any Affiliate of their respective directorsthe Releasing Party, officers, employees or agents, but in either case of each of clauses (A) or and (B), on account only to the extent relating to or arising (directly or indirectly) out of any past or presently existing condition, act, omissionomission or event occurring prior to the Closing, eventincluding without limitation any claims relating to employment with the Company and any claims relating to the my ownership of Company Common Stock or Company Stock Options, contractor any securities convertible or exchangeable for Company Common Stock or any actual or promised grants of any of the foregoing (collectively, liability“Claims”); provided that I am not releasing any of my rights (and the Releasees are not hereby released from any of their obligations) under or relating to (I) the Merger Agreement, obligationor any other agreement entered into in connection with the Merger Agreement, indebtednessincluding, claimthe right to receive payments under the Merger Agreement or any other agreement entered into in connection with the Merger Agreement, cause (II) any vested rights under any employee benefits plans and any accrued obligations as to salaries, wages, accrued vacation, commissions, or reimbursable expenses, and (III) any obligations of actionthe Releasees to indemnify any officer or director of the Company in their capacity as such and any rights with respect to any directors’ and officers’ liability insurance policy maintained by the Company. (b) I (on my own behalf and if and only to the extent permitted under Applicable Law, defenseon behalf of the my Affiliates) hereby waive the benefits of, circumstance and any rights that I or any of the my Affiliates may have under, any statute or common law regarding the release of unknown Claims in any jurisdiction. I acknowledge that I have read Section 1542 of the Civil Code of the State of California that 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. I hereby waive any right or benefit relating to a Claim that I have or may have under Section 1542 of the Civil Code, any similar law of any other jurisdiction, or any common law principles of similar effect, to the full extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. I acknowledge that I or my representatives may hereafter discover claims or facts in addition to or different from those that I now know or believe to exist with respect to the subject matter of this Agreement, but that it is my intention in executing this Agreement to fully, finally and forever settle and release all of the matters released herein in respect of a Claim. In furtherance of this intention, the release herein granted shall be and remain in effect notwithstanding the discovery of any kindsuch additional or different claim or fact. (c) The release pursuant to this Section 7 is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any Person, upon termination of the Merger Agreement for any reason.

Release. In order to induce the Administrative Agent and the Consenting Lenders to enter into this Amendment, the Borrower each Loan Party acknowledges and agrees that: (ia) the Borrower such Loan Party does not have any claim or cause of action against the Administrative Agent Agent, the L/C issuer or any Lender (or any of their its respective directors, officers, employees or agentagents); (iib) the Borrower such Loan Party does not have any offset right, counterclaim, right of recoupment counterclaim or any defense of any kind against the Borrower’s any of its respective obligations, indebtedness or liabilities to the Administrative Agent Agent, the L/C Issuer or any Lender; and (iiic) each of the Administrative Agent Agent, the L/C Issuer and the Lenders each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerLoan Parties. The Borrower Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the L/C Issuer’s and the Lenders’ or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, the Borrower each Loan Party unconditionally releases, waives and forever discharges (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent Agent, the L/C Issuer or any Lender to the Borrowersuch Loan Party, except the obligations to be performed by any Administrative Agent, the Administrative Agent L/C Issuer or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (Bii) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower such Loan Party might otherwise have against the Administrative Agent, the L/C Issuer, any Lender or any of their respective its directors, officers, employees or agents, in either case (Ai) or (Bii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent and the Lenders to enter into this Amendmenteach Lender, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or agent); (ii) association which may be responsible or liable for the Borrower does not have any offset right, counterclaim, right of recoupment acts or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each omissions of the Administrative Agent Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”), of and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever (if any)whatsoever, whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, xxxxxx or inchoate, known or unknown, which unknown that the Borrower might otherwise have against the Administrative Agent, any Lender Releasing Parties (or any of their respective directorsthem) have or may have, officersagainst the Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, employees other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or agentsany of the Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in either case (A) agreeing to make the Loans and in making each advance of Loan proceeds hereunder. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or (B)other proceeding which may be instituted, on account prosecuted or attempted in breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any -115- and all rights and benefits that it respectively may have as against any of the Lender Parties or any other Released Parties under any law, rule or regulation of any past jurisdiction that would or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause could have the effect of action, defense, circumstance limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or matter suspect to exist as of any kindthe date hereof.

Release. In order to induce (a) Each of the Administrative Agent Phymatrix Parties, collectively and the Lenders to enter into this Amendmentindividually, the Borrower acknowledges irrevocably waives and agrees that: (i) the Borrower does releases now and forever, and will not have maintain or assert, any claim claims, counterclaims, setoffs or cause Actions of action any kind or nature whatsoever, whether now known or unknown and whenever discovered against the Administrative Agent or any Lender (or any of their respective Xxxxxxx Party, its directors, officers, employees (including the former employees of the Dasco Companies listed on Exhibit D hereto (the "Employees")), agents, attorneys, legal representatives (including Xxxxxxxx X. Xxxxx, Xxxx Xxxxxxxx and Xxxxxxxx X. Xxxxx, P.A.), successors, or agent); assigns, directly or indirectly arising out of, based upon, or in any manner connnected with, any Prior Related Event. (b) Each of the Xxxxxxx Parties, collectively and individually, irrevocably waives and releases now and forever, and will not maintain or assert, any claims, counterclaims, setoffs or Actions of any kind or nature whatsoever, whether now known or unknown and whenver discovered against any Phymatrix Party, its directors, officers, employees, agents, attorneys, legal representatives, successors, or assigns, directly or indirectly arising out of, based upon, or in any manner connected with, any Prior Related Event, PROVIDED, HOWEVER, that this Agreement shall not be construed to limit, restrict, modify or amend any right (i) of Xxxxxxx or any Employee to indemnification as a result of prior service as a director, officer, employee or agent of any Phymatrix Party subject to applicable law and the organizational documents of the Phymatrix Parties, (ii) the Borrower does not have any offset right, counterclaim, right of recoupment Xxxxxxx or any defense Employee to any benefit that now or hereafter may be due as a result of Xxxxxxx'x or such Employee's relationship with any kind against the Borrower’s obligationsPhymatrix Party, indebtedness or liabilities to the Administrative Agent including without limitation, unpaid wages, employee benefits, distribution of 401(k) account balances, unreimbursed expenses or any Lender; and other employee benefit, or (iii) each that Xxxxxxx may have relating to or arising from his ownership of shares of Phymatrix as a member of the Administrative Agent class of shareholders generally; provided, however, that Xxxxxxx may not exercise such right in violation of Section 5.5 of this Agreement (c) As used herein, "Prior Related Event", shall mean any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type related in any way to (i) the parties' business and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations emmployment activities prior to the Borrowerdate hereof, or (ii) relationships relating to the matters covered by this Agreement prior to the date hereof. The Borrower wishes release contained herein shall not be construed to eliminate release any possibility that party from liability for any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or acts after the date hereof as expressly stated in nor shall this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses release constitute an admission by any party of any kind whatsoever liability for any matter or as a precedent upon which liability may be asserted. (d) This Section 5 shall not be construed to limit the force or effect of the Other Agreements (as defined in Article 8) (e) If requested by any Xxxxxxx Party, any Phymatrix Party shall execute and deliver an individual release to any Person released pursuant to subsection (a) above and if any)requested by any Phymatrix Party, whether arising at any Xxxxxxx Party shall execute and deliver an individual release to any Person released pursuant to Subsection (b) above. (f) Nothing contained herein shall amend, alter, restrict or affect in any manner any right or obligation with respect to indemnification or otherwise that a general partner of a Project may have based on law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, relevant Project documents and this Agreement shall not grant a general partner of a Project any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindadditional indemnification rights.

Release. In order to induce The Borrower, for and on behalf of itself and its legal representatives, successors and assigns, does waive, release, relinquish and forever discharge the Administrative Agent and the Lenders to enter into this AmendmentAgent, the Borrower acknowledges Lenders, their parents, subsidiaries, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of affiliates, their respective past, present and future directors, officers, employees managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or agent); (ii) causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the Borrower does not have ARCA Effective Date, including any offset rightclaims, counterclaimlosses, right of recoupment costs or any defense of any kind against damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower’s obligations, indebtedness or liabilities its legal representatives, successors or assigns, ever had or now has or may claim to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect have against any of the Administrative Agent’s Released Parties, with respect to any matter whatsoever relating to the Loan Documents, the Loan Documents (as defined in the Existing Term Loan Credit Agreement), the administration of the Loan Documents, the administration of the Loan Documents (as defined in the Existing Term Loan Credit Agreement), the negotiations relating to this Agreement and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforeother Loan Documents executed in connection with this Agreement, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender negotiations relating to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Existing Term Loan Credit Agreement and the other Loan Documents (as defined in the Existing Term Loan Credit Agreement) executed in connection with the Existing Term Loan Credit Agreement and any other instruments and agreements executed by the Borrower or any Loan Party in connection with the Loan Documents, and the Loan Documents (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if anyas defined in the Existing Term Loan Credit Agreement), whether this Agreement or the Existing Term Loan Credit Agreement, in each case, arising at law on or before the ARCA Effective Date (collectively, “Claims”). The Borrower acknowledges that it is aware that it may discover facts different from or in equityaddition to those it now knows or believes to be true with respect to the Claims, whether known and agrees that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or unknown, which the additional facts. The Borrower might otherwise have against the Administrative Agent, agrees not to xxx any Lender Released Party or in any of their respective directors, officers, employees way assist any other person or agents, entity in either case (A) or (B), on account of suing a Released Party with respect to any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindClaim released in this Agreement.

Release. 2.1 In order to induce consideration of the Administrative Agent settlement and the Lenders to enter into this Amendmentfollowing full performance thereunder, the Borrower acknowledges GTI, and agrees that: (i) the Borrower does not have any claim or cause all of action against the Administrative Agent or any Lender (or any its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, heirs, agents, and attorneys, release and forever discharge Verizon, and all of their respective its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, agents, directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documentsemployees, and (B) shareholders from and against all claims, offsetsactions, causes of action, right of recoupmentclaims, suits or defenses of any kind whatsoever (if any)suits, debts, damages, judgments, liabilities, demands and controversies whatsoever, whether arising matured or unmatured, whether at law or in equity, whether before a local, state, or federal court or state or federal administrative agency or commission, and whether now known or unknown, which liquidated or unliquidated, that GTI now has or may have had, or thereafter claims to have, regarding the Borrower might otherwise have against issues arising out of or related to the Administrative AgentLawsuit, any Lender on behalf of itself, or any other person or entity, at any time prior to and including the date of their respective the Agreement. 2.2 In consideration of the settlement and following full performance thereunder, Verizon, and all of its predecessors, successors, direct subsidiaries, indirect subsidiaries, assigns, heirs, agents, and attorneys hereby release and forever discharge GTI and ADS, and all of its predecessors, successors, parents, direct subsidiaries, indirect subsidiaries, affiliates, assigns, agents, directors, officers, employees or agentsemployees, in either case (A) or (B)and shareholders from and against all actions, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defenseclaims, circumstance suits, debts, damages, judgments, liabilities, and demands whatsoever, whether matured or matter unmatured, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency or commission, and whether now known or unknown, liquidated or unliquidated, that Verizon now has or may have had, or thereafter claims to have, regarding the issues arising out of or related to the Lawsuit, on behalf of itself, or any other person or entity, at any time prior to and including the date of the Agreement. 2.3 The Parties warrant and agree that (1) neither has assigned, pledged, hypothecated, or otherwise divested itself or encumbered any part of Lawsuit being released here; (2) no other person or entity has any interest in or ownership of the Lawsuit covered by this release; and (3) the Parties will indemnify, defend, and hold each other harmless from and against any of all of any kindpart of the Lawsuit so assigned, pledged, hypothecated, divested, or encumber.

Release. In order to induce the Administrative (a) Each Borrower, Holdings and Royale acknowledge that Agent and the Lenders to would not enter into this AmendmentAmendment without each Borrowers’, the Borrower acknowledges Holdings’, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the BorrowerRoyale’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowerassurance hereunder. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except Except for the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in arising hereafter under this Amendment, the Credit Agreement Amendment and the other Loan Documents, each Borrower, Holdings and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Royale hereby absolutely discharge and release Agent, any Lender lender under the Loan Documents, any Person that has obtained any interest from Agent or any lender under any Loan Document and each of Agent’s former and present partners, stockholders, officers, directors, employees, successors, assignees, affiliates, agents and attorneys (collectively, the “Releasees”) from any known or unknown claims which any Borrower, Holdings or Royale now has against Agent or any other Releasee of any nature arising out of or related to any Borrower or any of their respective directorsits Subsidiaries, officersany dealings with any Borrower, employees Holdings or Royale, any of the Loan Documents or any transactions pursuant thereto or contemplated thereby, any collateral of any Person that previously secured or now or hereafter secures any of the Obligations, or any negotiations for any modifications to or forbearance or concessions with respect to any of the Loan Documents, in each case whether founded in contract, in tort or pursuant to any other theory of liability; provided however that such release shall not be available as to any Releasee to the extent such claims resulted from the gross negligence or willful misconduct of such Releasee or a material breach of its obligations under the Loan Agreement by such Releasee. (b) The provisions, waivers and releases set forth in this section are binding upon Borrower, Holdings and Royale and such Person’s agents, employees, assigns and successors in either case (A) interest, as well as the stockholders or (B), on account other equityholders of any past of the foregoing. The provisions, waivers and releases of this section shall inure to the benefit of each Releasee. (c) Borrowers, Holdings or presently existing conditionRoyale each hereby warrant and represent that they are the sole and lawful owner of all right, acttitle and interest in and to all of the claims released hereby and none of any Borrower, omissionHoldings or Royale has heretofore voluntarily, eventby operation of law or otherwise, contractassigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof. Borrowers, liability, obligation, indebtedness, Holdings or Royale shall indemnify and hold harmless Agent from and against any claim, cause demand, damage, debt, liability (including payment of action, defense, circumstance attorneys’ fees and costs actually incurred whether or matter not litigation is commenced) based on or arising out of any kindassignment or transfer. (d) The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Amendment, the Loan Agreement and each other Loan Document, and/or Agent’s actions to exercise any remedy available under the Loan Agreement and the other Loan Documents or otherwise.

Release. In order (a) Except with respect to induce obligations of the Administrative Agent Company to each Stockholder arising pursuant to the Notes and the Lenders Warrants held by such Stockholder, if any, which release shall be governed by the terms and conditions of the Merger Agreement and the Termination Agreement, effective as of the Effective Time and in consideration of the payment or right to enter into this Amendmentreceive payment of the portion of the Merger Consideration and other amounts, whether or not payable as of the Borrower acknowledges Closing, to which such Stockholder is entitled pursuant to the Merger Agreement and agrees that: the Termination Agreement, each Stockholder (in its capacity as such), (i) on behalf of the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of Stockholder and its Affiliates and their respective officers, directors, officersagents, employees or agent); employees, stockholders, equity holders and Subsidiaries, and (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense on behalf of any kind against the Borrower’s obligationsother agents, indebtedness successors, assigns and any other Person claiming by, through or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect under any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforeforegoing (collectively, the Borrower “Releasing Parties”), hereby fully, forever, irrevocably and unconditionally releaseswaives, waives releases and forever discharges the Company and its Affiliates and their respective officers, directors, agents, employees, stockholders, equity holders, Subsidiaries, successors and assigns (Athe “Released Parties”) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right suits, debts, covenants, controversies, damages, judgments, executions, claims and demands whatsoever, based upon any theory of recoupmentforeign, suits federal, state or defenses local statutory, regulatory or common law, and any and all claims and demands of any whatever kind whatsoever (if any)or character, whether arising at law vicarious, derivative, or in equitydirect, whether fixed, contingent or liquidated, or whether known or unknown, which that may be or could have been asserted, with respect to or arising during or in connection with the Borrower might otherwise have period commencing at the beginning of time and ending at the date hereof out of any event, occurrence, act or failure to act relating to the Company (collectively, the “Released Matters”). Each Stockholder represents and warrants that it has not assigned any of its claims released by this Section 9(a). (b) Such Stockholder represents and warrants that, to the Stockholder’s actual knowledge, no event has occurred or circumstance exists with respect to any Affiliate of such Stockholder that is not a Releasing Party that would reasonably be expected to give rise to or serve as a valid basis for the commencement of any Action by or against the Administrative AgentReleased Parties related to the Released Matters. (c) The foregoing shall not constitute a release of claims or any other matter with respect to (i) payment of any portion of the Merger Consideration and other amounts to which a Stockholder is entitled pursuant to the terms and conditions of the Merger Agreement, the Termination Agreement and the Certificate of Designations of the Preferred Stock, (ii) any Lender of the rights of any Stockholder or any obligations of the Released Parties to such Stockholder arising under the Merger Agreement or the Termination Agreement, and (iii) any of the rights of a Releasing Party to indemnification from the Company in such Releasing Party’s capacity as a director or officer of the Company, including, without limitation, for actions or inactions by such Releasing Party or any of their respective directorsits Affiliates. Each Stockholder acknowledges and agrees that payment of the Merger Consideration and other amounts payable under the Merger Agreement for its Subject Securities may be subject to the application and/or withholding and reporting of applicable payroll taxes as required by law and authorizes the withholding of all applicable taxes from the payment of such consideration. Each Stockholder, officerson behalf of itself and each of its Releasing Parties hereby irrevocably agrees not to assert, employees directly or agentsindirectly, any claim or demand, or to commence, institute or cause to be commenced or instituted, any proceeding of any kind against any Released Party based upon any matter released hereby. (d) Each Stockholder hereby waives all rights under Section 1542 of the Civil Code of the State of California, and any other similar law, rule, provision or statute of Nevada or any other jurisdiction, which states in either case full (Aor otherwise in substance) as follows: Thus, notwithstanding the provisions of Section 1542 and any similar law, rule, provision or (Bstatute of Nevada or any other jurisdiction which operates to bar the release of unknown claims, and to implement a full and complete release and discharge of claims as set forth above, each Stockholder expressly acknowledges that, subject to Section 9(c), on account this Section 9 is intended to include in its effect, without limitation, all claims such Stockholder does not know or suspect to exist in such Stockholder’s favor at the time of signing this Agreement, and that this Agreement contemplates the extinguishment of any past such claim or presently existing conditionclaims. (e) Each Stockholder represents and warrants that such Stockholder (i) has read this Agreement, actincluding the above waiver, omission(ii) has consulted counsel or has had the opportunity to consult counsel about this Agreement and specifically about the waiver provided in this Section 9, event(iii) understands this Agreement and such waiver, contractand (iv) freely and knowingly enters into this Agreement. Each Stockholder acknowledges that such Stockholder may later discover facts different from or in addition to those such Stockholder now knows or believes to be true regarding the matters released in this Section 9, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter and even so agrees that the releases and agreements contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any kinddifferent or additional facts. (f) This Section 9 shall be of no force and effect unless and until the Effective Time has occurred and shall terminate automatically upon the date on which the Merger Agreement is terminated in accordance with its terms.

Release. Parent and each Loan Party may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Existing Credit Agreement or the other Loan Documents. The agents and lenders under the Existing Credit Agreement, and each Loan Party desires to resolve each and every one of such Claims in conjunction with the execution of this Agreement and thus each Loan Party makes the releases contained in this Section 9.17. In order to induce consideration of Agents and the Administrative Agent Lender Parties entering into this Agreement, each Loan Party hereby fully and unconditionally releases and forever discharges each of the Agents (and their predecessors) and the Lenders to enter into this Amendment(in their capacities as such under the Existing Credit Agreement), the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); employees, subsidiaries, Affiliates, attorneys, agents and representatives, (ii) collectively, in their capacities as such under the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeExisting Credit Agreement, the Borrower unconditionally releases“Released Parties”), waives of and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsallegations, causes of action, right costs or demands and liabilities, of recoupmentwhatever kind or nature, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityup to and including the date on which this Agreement is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which the Borrower might otherwise any Loan Party has, had, claims to have had or hereafter claims to have against the Administrative AgentReleased Parties by reason of any act or omission on the part of the Released Parties, any Lender or any of their respective directorsthem, officersoccurring prior to the date on which this Agreement is executed, employees including all such loss or agentsdamage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Agreement is executed, regarding or relating to the Existing Credit Agreement, any of the Loan Documents (as in either case (A) or (Beffect immediately prior to the date hereof), on account the borrowings or other extensions of credit or financial accommodations thereunder or any of the other Obligations thereunder, including administration or enforcement thereof (collectively, the “Claims”). Each Loan Party represents and warrants that it has no knowledge of any past Claim by it against the Released Parties or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindfacts or acts of omissions of the Released Parties which on the date hereof would be the basis of a Claim by such Person against the Released Parties which is not released hereby. Each Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims. Notwithstanding anything to the contrary contained herein, the foregoing release shall not be applicable to the extent a court of competent jurisdiction has determined the Released Parties have acted with gross negligence, bad faith or willful misconduct in connection with any such Claims.

Release. In order (a) Effective upon the Closing, to induce the Administrative Agent fullest extent permitted by applicable Law, the Buyers and the Lenders to enter into this AmendmentCompanies, in each case on behalf of itself and its respective Subsidiaries, Affiliates and other Representatives (collectively, the Borrower acknowledges “Buyer Releasers”), hereby knowingly, willingly, irrevocably and agrees that: expressly waives, acquits, remises, discharges and forever releases each of the Sellers and the Sellers’ Affiliates (iincluding any general partner of the Sellers or their Affiliates) the Borrower does not have from any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense and all Liabilities and obligations to such Buyer Releasers of any kind against the Borrower’s obligationsor nature whatsoever, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each extent related to the Business, whether in the capacity as an equity holder of the Administrative Agent Companies or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and the Lenders has heretofore properly performed whether arising under any Law or Contract (other than this Agreement and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s other agreements executed and the Lenders’ rightsdelivered in connection herewith, interestsbut, contractsin each case, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender only to the Borrower, except the obligations to be performed by the Administrative Agent extent set forth herein or any Lender on therein) or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising otherwise at law or in equity, and each of the Buyer Releasers hereby agrees that it will not seek to recover any amounts in connection therewith or thereunder from the Sellers or the Sellers’ Affiliates (except as provided for in this Agreement or any of the other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or herein). (b) Effective upon the Closing, to the fullest extent permitted by applicable Law, the Sellers, in each case, on behalf of itself and its Subsidiaries, Affiliates and other Representatives following the Closing (collectively, the “Seller Releasers”), hereby knowingly, willingly, irrevocably and expressly waives, acquits, remises, discharges and forever releases each of the Buyers, the Company Entities and their respective Affiliates and Subsidiaries from any and all Liabilities and obligations to such Seller Releasers of any kind or nature whatsoever, whether in the capacity as an equity holder of the Companies or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, which matured or unmatured or determined or determinable, and whether arising under any Law or Contract (other than this Agreement and any of the Borrower might other agreements executed and delivered in connection herewith, but, in each case, only to the extent set forth herein or therein) or otherwise have against at law or in equity, and each of the Administrative AgentSeller Releasers hereby agrees that it will not seek to recover any amounts in connection therewith or thereunder from any of the Buyers, any Lender the Company Entities and their respective Affiliates and Subsidiaries (except as provided for in this Agreement or any of their respective directorsthe other agreements executed and delivered in connection herewith, officers, employees or agentsbut, in either case (A) each case, only to the extent set forth herein or (Bherein), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.

Release. In order to induce To the Administrative Agent and the Lenders to enter into this Amendmentfullest extent permitted by applicable law, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any consideration of the Administrative Agent’s 's and the Lenders’ rightsLender's execution of this Forbearance Agreement each of the Parent, interestsHeat Holdings II and the Borrower, contracts, collateral security or remedies. Thereforein each case on behalf of itself and each of their successors and assigns (collectively, the Borrower unconditionally releases"RELEASORS"), waives does hereby forever release, discharge and forever discharges acquit the Administrative Agent, each Lender and each of their respective parents, subsidiaries and affiliate corporations or partnerships, and their respective officers, directors, partners, trustees, shareholders, agents, attorneys and employees, and their respective successors, heirs and assigns (Acollectively, the "RELEASEES") of and from any and all claims, demands, liabilities, obligationsresponsibilities, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdisputes, causes of action, right of recoupment, suits or defenses of any kind whatsoever action (if any), whether arising at law or in equity), indebtedness and obligations (collectively, "CLAIMS"), of every type, kind, nature, description or character, including, without limitation, any so-called "lender liability" claims or defenses, and irrespective of how, why or by reason of what facts, whether such Claims have heretofore arisen, are now existing or hereafter arise, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in each case in any way arise out of, are connected with or in any way relate to actions or omissions which occurred on or prior to the date hereof with respect to the Parent, Heat Holdings II and the Borrower, the Obligations, this Forbearance Agreement, the Credit Agreement, any Loan Document or any third parties liable in whole or in part for the Obligations; provided that so long as the representation contained in Section 11(f) hereof is true and correct on the date hereof, such release shall not apply to any Claim against any Releasee arising from the gross negligence or willful misconduct of such Releasee. Each of the Parent, Heat Holdings II and the Borrower further agrees, jointly and severally, to indemnify the Releasees and hold each of the Releasees harmless from and against any and all such Claims which might otherwise have be brought against the Administrative Agent, any Lender or any of their respective directorsthe Releasees on behalf of any person or entity, including, without limitation, officers, employees or directors, agents, in either case (A) trustees, creditors or (B), on account shareholders of any past of the Parent, Heat Holdings II and the Borrower; provided that so long as the representation contained in Section 11(f) hereof is true and correct on the date hereof, such indemnity shall not apply to any act of gross negligence or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter willful misconduct of any kindReleasee. For purposes of the release contained in this paragraph, any reference to any Releasor shall mean and include, as applicable, such Person's or Persons' successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession, acting on behalf of such parties.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities Subject to the Administrative Agent or any Lender; limitations set forth in the last sentence in this SECTION 10.12, each Stockholder hereby unconditionally and irrevocably releases and forever discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by applicable law, all past, present and future Invatec Indemnified Parties (iii) including, after the Effective Time, each of the Administrative Agent Company and the Lenders has heretofore properly performed and satisfied in Company Subsidiaries which is a timely manner all Subsidiary of its obligations to Invatec immediately after the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. ThereforeEffective Time) (collectively, the Borrower unconditionally releases, waives and forever discharges (A"Released Parties") from any and all debts, liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdemands, actions or causes of action, right of recoupmentsuits, suits judgments or defenses controversies of any kind whatsoever (collectively, "Pre-Acquisition Claims") against the Company and the Company Subsidiaries, if any, or any of them that arises out of or is based on any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the Closing Date (whether arising based at law or in equityequity or otherwise, whether foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, "Pre-Acquisition Matters"), including: (a) claims by the Stockholder with respect to repayment of loans or indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which the Borrower might otherwise have against Stockholder is a party; and (c) claims by the Administrative AgentStockholder with respect to dividends, violation of preemptive rights, or payment of salaries or other compensation or in any Lender way arising out of or in connection with the Stockholder's employment with the Company or any Company Subsidiary, the cessation of that employment, the Stockholder's status as an officer, director or stockholder of the Company or otherwise (but excluding any and all claims in respect of (i) accrued and unpaid amounts owing to the Stockholder pursuant to each Employment Agreement disclosed in SECTION 2.27 TO THE DISCLOSURE STATEMENT to which the Stockholder is a party, (ii) accrued and unpaid Cash Compensation owing to the Stockholder in the normal and ordinary course of business and consistent with past practices, (iii) benefits accrued under each Company ERISA Benefit Plan or Other Compensation Plan, the existence of which has been disclosed in SECTION 2.27 TO THE DISCLOSURE STATEMENT, and (iv) amounts or other obligations owing to the Stockholder, directly or indirectly, pursuant to each Related Party Agreement, if any, which is disclosed in SECTION 2.12 TO THE DISCLOSURE STATEMENT and to which the Stockholder is a party). The Stockholder further agrees not to file or bring any Litigation before any Governmental Authority on the basis of or respecting any Pre-Acquisition Claim concerning any Pre-Acquisition Matter against any Related Party. Each Stockholder (a) acknowledges that he or she fully comprehends and understands all the terms of this SECTION 10.12 and their respective directors, officers, employees legal effects and (b) expressly represents and warrants that (i) he or agents, she is competent to effect the release made in either case (A) this SECTION 10.12 knowingly and voluntarily and without reliance on any statement or (B), on account representation of any past Released Party or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause its Representatives and (ii) he or she had the opportunity to consult with an attorney of action, defense, circumstance his or matter her choice regarding this SECTION 10.12. This SECTION 10.12 shall not affect the rights of the Stockholders under this Agreement or any kindother Transaction Document.

Release. In order Effective immediately upon CIT’s remittance of the LOC Proceeds Balance to induce the Administrative Agent Debtor, the Debtor and the Lenders to enter into this AmendmentDebtor’s estate, each on their own behalf and on behalf of their successors, assigns, affiliates, and representatives (including any current or subsequently appointed committees, chapter 11 or chapter 7 trustee and/or any trustee of a liquidating trust or similar fiduciary under any confirmed plan and/or other mechanism) (collectively, the Borrower acknowledges “Releasing Parties”) fully and agrees thatforever release, acquit, discharge, and covenant not to xxx CIT and its successors, assigns, affiliates, officers, directors, members, employees, equity holders, partners, agents, consultants, advisors (including, without limitation, financial advisors, lawyers, and accountants) (collectively, “Affiliated Parties”) (collectively, Affiliated Parties of CIT and CIT, “CIT Parties”) and all Clients and their Affiliated Parties from/for any and all claims, disputes, deductions, taken credits, untaken credits, losses, actions, suits, rights, damages, costs, fees, expenses (including attorneys’ fees), compensation, accounts, demands, obligations, liabilities, controversies, and causes of action of every character, nature, kind, or description whatsoever, known or unknown, liquidated or unliquidated, fixed, disputed or contingent, foreseen or unforeseen, suspected or unsuspected, material or immaterial, legal or equitable, and however rising, which the Releasing Parties now have or may hereafter have by reason of any matter, cause, thing, or subject matter related to: (i) any payment, transfer, remittance and/or other conveyance to or for the Borrower does not have any claim or cause benefit of action against the Administrative Agent or any Lender (or any of their respective directorsCIT, officers, employees or agent); (ii) any payment, transfer, remittance and/or other conveyance to or for the Borrower does not have any offset right, counterclaim, right of recoupment or any defense benefit of any kind against the Borrower’s obligationsClient with respect to any Factored Account, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each any Factored Account, (iv) the Letter of Credit and/or any draw thereon and/or application or use thereof and/or (v) any Avoidance Claims (collectively, “Released Claims”). The Debtor further covenants not to xxx any CIT Party, any Client and/or any Affiliated Party of a Client with respect to a Released Claim. CIT agrees that it shall not assert any claim in the Bankruptcy Case with respect to the Applied Accounts or CIT’s remittance of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations LOC Proceeds Balance to the BorrowerDebtor; provided, however, nothing contained herein shall impair the rights of any Client to pursue its own claims or interests, and nothing herein shall prevent the Debtor or any other party in interest from contesting such claims or interests based upon the contractual rights and 204822103 v1 remedies of the Debtor or such other party related to such claims or interests. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any Clients and their Affiliated Parties are 3rd party beneficiaries of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindprovision.

Release. In order to induce (a) Except for (i) such obligations, rights or claims as may be created by or arise out the Administrative Agent terms and the Lenders to enter into conditions of this Seventh Amendment, including the Borrower acknowledges obligations of Landlord referenced in Paragraph 9(a) above, and agrees that: (ii) any liabilities (“Hazardous Substance Liabilities”) resulting from hazardous substances existing in, on or under the Surrendered Premises, effective on the Effective Date, Tenant, on behalf of itself and its predecessors, successors, affiliates and assigns, and all other persons, firms and corporations claiming through Tenant, and each of them (collectively, the “Tenant Releasing Parties”), does hereby release Landlord and its predecessors, successors, affiliates and assigns, and their respective partners, officers, shareholders, agents, contractors, representatives, employees and attorneys (collectively the “Landlord Released Premises), of and from any and all claims, demands, disputes, damages, liabilities, obligations, controversies, debts, costs, expenses, lawsuits, actions, causes of action and other rights to relief, both legal and equitable, of every kind and nature, whether now known or unknown, suspected or unsuspected, past or present, contingent or fixed, which the Tenant Releasing Parties, or any of them, now have, had, or at any time hereafter may have, against the Landlord Released Parties, or any of them, arising out of or in connection with the Lease (but only as the same relate to the Surrendered Premises) or the Surrendered Premises. Tenant represents that it is not aware of any Hazardous Substance Liabilities as of the date hereof. (b) Except for (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directorsSurviving Obligations, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s such obligations, indebtedness rights or liabilities to claims as may be created by or arise out the Administrative Agent or any Lender; terms and conditions of this Seventh Amendment, and (iii) any Hazardous Substance Liabilities, effective on the Effective Date, Landlord, on behalf of itself and its predecessors, successors, affiliates and assigns, and all other persons, firms and corporations claiming through Landlord, and each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforethem (collectively, the Borrower unconditionally releases“Landlord Releasing Parties”), waives does hereby release Tenant and forever discharges its predecessors, successors, affiliates and assigns, and their respective partners, officers, shareholders, agents, contractors, representatives, employees and attorneys (A) collectively the “Tenant Released Premises), of and from any and all claims, demands, disputes, damages, liabilities, obligations, dutiescontroversies, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowerdebts, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendmentcosts, the Credit Agreement and the other Loan Documentsexpenses, and (B) all claimslawsuits, offsetsactions, causes of actionaction and other rights to relief, right both legal and equitable, of recoupment, suits or defenses of any every kind whatsoever (if any)and nature, whether arising at law or in equity, whether now known or unknown, suspected or unsuspected, past or present, contingent or fixed, which the Borrower might otherwise have against the Administrative AgentLandlord Releasing Parties, any Lender or any of their respective directorsthem, officersnow have, employees had, or agentsat any time hereafter may have, against the Tenant Released Parties, or any of them, arising out of or in either case connection with the Lease (Abut only as the same relate to the Surrendered Premises) or (B), on account the Surrendered Premises. Landlord represents that it is not aware of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause Hazardous Substance Liabilities as of action, defense, circumstance or matter of any kindthe date hereof.

Release. In order to induce (a) Effective as of the Administrative Agent and the Lenders to enter into this AmendmentEffective Time, the Borrower acknowledges Majority Stockholder on behalf of itself and agrees that: its past, present or future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (iincluding their past, present or future officers and directors) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower “Stockholder Releasors”) hereby irrevocably and unconditionally releases, waives acquits and forever discharges (Aexcept with respect to those obligations arising under or in connection with this Agreement or the Ancillary Agreements) each Parent Party, Surviving Company, their respective predecessors, successors, parents, subsidiaries and other Affiliates, and all of their respective current and former officers, directors, members, managers, shareholders, employees, agents and representatives, and each individual who was a director of the Company at or prior to the Effective Time, of and from any and all liabilitiesactions, obligationssuits, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupmentdamages, suits or defenses of accounts, liabilities and obligations (including attorneys’ fees) held by any kind whatsoever (if any), whether arising at law or in equityStockholder Releasor, whether known or unknown, which matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to the Borrower might otherwise have against extent arising out of or relating to the Administrative AgentCompany, except for any of the foregoing (i) set forth in, pursuant to, or arising out of this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or (ii) in the case of fraud or willful misconduct. The Stockholder Releasors irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any Lender action of any kind against any released party, based upon any matter released hereby. (b) Effective as of the Effective Time, each Parent Party and the Surviving Company on behalf of itself and its past, present or any future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (including their past, present or future officers and directors) (the “Parent Releasors”) hereby irrevocably and unconditionally releases, acquits and forever discharges (except with respect to those obligations arising under or in connection with this Agreement or the Ancillary Agreements) the Equityholders, their respective predecessors, successors, parents, subsidiaries and other Affiliates, and all of their respective current and former officers, directors, officersmembers, employees managers, shareholders, employees, agents and representatives, and each individual who was a director of the Company at or agentsprior to the Effective Time, in either case (A) or (B)of and from any and all actions, on account of any past or presently existing conditionsuits, actclaims, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defensedamages, circumstance accounts, liabilities and obligations (including attorneys’ fees) held by any Parent Releasor, whether known or matter unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to the extent arising out of or relating to such Equityholder’s ownership of securities of the Company or such director’s service as a director of the Company, except for any of the foregoing (i) set forth in, pursuant to, or arising out of this Agreement or the transactions contemplated hereby or (ii) in the case of fraud or willful misconduct. The Parent Releasors irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any action of any kindkind against any released party, based upon any matter released hereby.

Release. In order consideration of being permitted to induce rent and operate the Administrative Agent Equipment and/or participate in a guided or self-guided tour , which are hereby acknowledged to be an inherently dangerous and risky activities, each adult Participant, on his own behalf, on behalf of all minors whose names appear below and with respect to whom said adult Participant is the legal guardian (the “Minors”), and on behalf of his/her spouse, and the Lenders to enter into this Amendmentlegal representatives, heirs, and assigns, of him/herself and of the Minors (each of the foregoing is a “Releasor”), does hereby release, waive, and discharge all claims which may arise against Bike Chicago, the Borrower acknowledges City of Chicago, the Chicago Park District, the Metropolitan Pier and agrees that: Exposition Authority (iMPEA), Park Concessions Management LLC, their officers, directors, managers, shareholders, members, owners, employees, and agents and the successors, assigns, and heirs of each of the foregoing, (each of the foregoing is a “Releasee”) in connection with the Borrower use of the Equipment and/or participation in a tour (collectively, the “Released Claims”), and does hereby covenant not have to xxx the Releasees, for the Released Claims, whether arising out of the negligence of the Releasees or otherwise. Releasors agree to indemnify and hold harmless Releasees from any claim claim, liability, loss, damage, or cause of action against the Administrative Agent or any Lender (cost, including attorneys’ fees, which Releasees, or any of their respective directorsthem, officersmay incur directly or indirectly in connection with Releasors’ participation in the Activity or Releasors’ assertion of a Released Claim, employees including, without limitation, misrepresentations made in connection with the rental of the Equipment and/or participation in a tour and the execution of this Contract and Release, whether in an individual capacity, as guardian of a Minor, or agent); otherwise. (iiContinue on Page 2) Releasors acknowledge and assume the Borrower does not have any offset rightrisks of using the Equipment and/or participating in a tour, counterclaimincluding the risk of serious bodily injury to self and others, right of recoupment or any defense of any kind against the Borrower’s obligationsdeath, indebtedness or liabilities and property damage, and assume full responsibility for these risks, whether due to the Administrative Agent or any Lender; and (iii) each negligence of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations Releasees, or otherwise. The risks inherent to the Borrower. The Borrower wishes use of the Equipment and/or activity include, without limitation, the hazards posed by slips, falls, collisions, and drowning, due to eliminate any possibility that any past causes including equipment failure, rough or broken pavement, negligent or unlawful conduct of the Participant and/or other individuals, collisions with natural or man-made objects or other individuals, adverse weather conditions, actsproximity to water which may be unpatrolled by lifeguards, omissionsand encounters with animals. Releasors agree that this Release is governed by, eventsand intended to be as broad and inclusive as permitted by, circumstances or matters would impair or otherwise adversely affect any the laws of the Administrative Agent’s State of Illinois (without reference to the principles of conflicts of law thereof) and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforethat should any term of this Release be held invalid by a court of competent jurisdiction, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindremaining provisions shall remain effective.

Release. In order to induce (a) Effective on the Administrative Agent date hereof, each person comprising the Borrower, for itself and the Lenders to enter into this Amendmenton behalf of its successors, the Borrower acknowledges assigns, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective officers, directors, officersemployees, employees agents and attorneys, and any Person acting for or agent); (ii) the Borrower does not have any offset righton behalf of, counterclaimor claiming through it, right of recoupment or any defense of any kind against the Borrower’s obligationshereby waives, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives remises and forever discharges the Lender, each of its Affiliates, and each of its successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lender would be liable if such persons or entities were found to be liable to such Person comprising the Borrower (A) each a “Releasee” and collectively, the “Releasees”), from any and all liabilitiespast, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsliabilities, causes of action, right of recoupmentdamages, suits or defenses losses, costs and expenses of any kind whatsoever (if any)or character, whether arising at law or based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, occurring prior to the date hereof which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, each Person comprising the Borrower might otherwise have hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” As to each and every Claim released hereunder, each Person comprising the Borrower also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of Arizona), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Person comprising the Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Person comprising the Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the Administrative Agentprovisions of such release. (b) Each Person comprising the Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Lender Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Person comprising the Borrower further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of the Lender’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If any Person comprising the Borrower or any of their respective successors, assigns, or officers, directors, officersemployees, employees agents or agentsattorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in either case (A) or (B)addition to such other damages as any Releasee may sustain as a result of such violation, on account all attorneys’ fees and costs incurred by such Releasee as a result of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindsuch violation.

Release. In order to induce (a) Effective as of the Administrative Agent Closing, Purchaser, on its own behalf and on behalf of, after the Lenders to enter into this AmendmentClosing, the Borrower acknowledges Group Companies (each, a “Purchaser Releasing Party” and agrees that: (i) collectively, the Borrower does not have any claim or cause of action against “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and discharges, to the Administrative Agent or any Lender (or any of their fullest extent permitted by Law, Seller and its respective past, present and future directors, officers, employees managers, employees, members, partners, shareholders, direct or agent); (ii) the Borrower does not have any offset rightindirect equity holders, counterclaimfinancing sources, right of recoupment or any defense of any kind against the Borrower’s obligationsAffiliates, indebtedness or liabilities to the Administrative Agent or any Lender; agents, attorneys, advisors, representatives, successors, and (iii) each assigns and Affiliates of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforeforegoing (collectively, the Borrower unconditionally releases, waives and forever discharges (A“Seller Released Parties”) from any and all liabilitiesdebts, obligationslosses, dutiescosts, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowerbonds, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendmentsuits, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentLiabilities, suits Taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims or defenses of any kind whatsoever (if any)demands, whether arising at law in Law or in equity, whether asserted or unasserted, express or implied, known or unknown, which matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that the Borrower might otherwise Purchaser Releasing Party had, presently has or may hereafter have or claim or assert to have against any of the Administrative AgentSeller Released Parties to Seller’s to the extent arising out of or related to Seller’s ownership of the Purchased Interests, in each case at or prior to the Closing (collectively, the “Purchaser Released Claims”). This release is intended to be a complete and general release with respect to the Purchaser Released Claims, and specifically includes claims of the type described in the definition of “Purchaser Released Claims” that are known, unknown, fixed, contingent or conditional, including without limitation, breach of fiduciary duty, or such claims arising under the Securities Act of 1933, as amended, or any other federal, state, blue sky or local Law dealing with any securities. Purchaser hereby waives the protection of any provision of any Law that would operate to preserve any Purchaser Released Claims that are unknown as of the Closing Date. Purchaser shall not, and shall cause the Purchaser Releasing Parties not to, assert any Purchaser Released Claims against any Seller Released Parties. Notwithstanding the foregoing, no Purchaser Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, any Lender Ancillary Document or the transactions contemplated hereby or thereby (including with respect to Fraud) or (ii) any claim arising from any obligations or Liabilities of any Seller Released Party which first arise after the Closing and are not related to the period prior to the Closing. Purchaser, on its own behalf and on behalf of the Purchaser Releasing Parties, acknowledges that it may not know of or suspect to exist certain Purchaser Released Claims, and hereby waives all rights which may exist under California Civil Code Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. (b) Effective as of the Closing, for and in consideration of the amount to be paid to Seller under this Agreement, Seller, on its own behalf and on behalf of its officers, directors, direct and indirect equityholders, Subsidiaries and Affiliates, and each of their respective successors and assigns (each, a “Seller Releasing Party” and collectively, the “Seller Releasing Parties”) hereby irrevocably and unconditionally release and discharges, to the fullest extent permitted by Law, Purchaser and each Group Company, and their respective past, present and future directors, officers, employees managers, employees, members, partners, shareholders, direct or indirect equity holders, financing sources, Affiliates, agents, attorneys, advisors, representatives, successors, and assigns and Affiliates of the foregoing (collectively, the “Purchaser Released Parties”) of, from any and all debts, losses, costs, bonds, suits, actions, causes of action, Liabilities, Taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims or demands, in either Law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that the Seller Releasing Party had, presently has or may hereafter have or claim or assert to have against any of the Purchaser Released Parties to the extent arising out of or related to Seller’s ownership of the Purchased Interests, as applicable, in each case at or prior to the Closing (Acollectively, the “Seller Released Claims”). This release is intended to be a complete and general release with respect to the Seller Released Claims, and specifically includes claims of the type described in the definition of “Seller Released Claims” that are known, unknown, fixed, contingent or conditional, including without limitation, breach of fiduciary duty, or such claims arising under the Securities Act of 1933, as amended, or any other federal, state, blue sky or local Law dealing with any securities. Seller hereby waives the protection of any provision of any Law that would operate to preserve any Seller Released Claims that are unknown as of the Closing Date. Seller shall not, and shall cause the Seller Releasing Parties not to, assert any Seller Released Claims against any Purchaser Released Parties. Notwithstanding the foregoing, no Seller Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, any Ancillary Document entered into by Seller or the transactions contemplated hereby or thereby (including with respect to Fraud) or (B)ii) any claim arising from any obligations or Liabilities of any Seller Released Party which first arise after the Closing and are not related to the period prior to the Closing. Seller, on account its own behalf and on behalf of any past the Seller Releasing Parties, acknowledges that it may not know of or presently existing conditionsuspect to exist certain Seller Released Claims, actand hereby waives all rights which may exist under California Civil Code Section 1542, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.which provides as follows:

Release. In order to induce the Administrative Agent For good and the Lenders to enter into this Amendmentvaluable consideration, the Borrower acknowledges receipt and agrees that: sufficiency of which is hereby acknowledged, GREENWAY ASSOCIATES, LTD., a Texas limited partnership (i) "Seller"), for itself, its successors and assigns and all persons claiming by, under or through it (collectively, the Borrower "Releasing Parties"), does not have any claim or cause hereby absolutely and irrevocably waive, release, and forever discharge each of action against GREENWAY TOWER JOINT VENTURE, a Texas general partnership (the Administrative Agent or any Lender "Partnership"), and FOLSOM INVESTMENTS, INC., a Texas corporation (or any of "Folsom"), INDEPENDENCE DEVELOPMENT, INC., a Texas corporation, and SABRE REALTY MANAGEMENT, INC., a Texas corporation, and their direct and indirect partners, and their respective directorspartners, trustees, beneficiaries, officers, employees shareholders, directors, agents, servants, contractors, employees, associated or agent); affiliated corporations, partnerships, and limited liability companies and predecessors-in-interest (iicollectively the "Released Parties") the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilitiesclaims, rights, demands, actions, suits, causes of actions, damages, counterclaims, defenses, losses, costs, obligations, dutiesliabilities and expenses of every kind or nature (collectively, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any"Claims"), whether arising at law or in equity, whether known or unknown, which suspected or unsuspected, fixed or contingent, foreseen or unforeseen, arising out of or relating directly or indirectly to any circumstances or state of facts pertaining to the Borrower might otherwise have against Partnership or the Administrative Agentpartnership agreement (the "Partnership Agreement") of the Partnership captioned "JOINT VENTURE AGREEMENT OF GREENWAY TOWER JOINT VENTURE", dated as of September 25, 1987, by and between Seller and Folsom, or any Lender nonperformance of any agreement or obligation related thereto, or any statements, representations, acts or omissions, intentional, willful, negligent or innocent, by any of the Released Parties in any way connected with, relating to or affecting, directly or indirectly, the Partnership or the Partnership Agreement; provided, however, that the foregoing shall not constitute a release of (i) any of the obligations of FOLSOM MANAGEMENT, INC., a Texas corporation ("Buyer"), its successors and assigns, or any other Released Party under that certain purchase agreement captioned "PURCHASE AGREEMENT", dated as of December 23, 1996, between Seller and Buyer or (ii) any of the obligations of Buyer, its successors and assigns, or any of their respective directorsthe Released Parties under any agreement, officers, employees instrument or agents, other document executed and delivered in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindconnection therewith.

Release. In order to induce (a) As of the Administrative Agent Closing, Buyer, on its own behalf and on behalf of its Affiliates, and the Lenders Company (each, a “Buyer Releasing Person”), irrevocably, unconditionally and completely releases and forever discharges Seller and its respective Affiliates, and each other Seller Related Party (each, a “Buyer Released Person”), from all Losses, Litigation, covenants, torts, defenses, offsets, judgments, demands and Liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Buyer Released Person, which any Buyer Releasing Person has or ever had, that arises out of or in any way relates to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair actions occurring, existing or otherwise adversely affect any taken prior to or as of the Administrative Agent’s Closing Date in respect of matters directly or indirectly relating to the operation of the Company or the Business by Seller prior to the Closing, except for (i) any claims, rights or obligations arising under this Agreement and the Lenders’ rightsTransaction Agreements, interestsincluding any claims or causes of action arising out of Actual Fraud, contractsand (ii) any Buyer Released Person’s status as a MyCase Service Provider. (b) As of the Closing, collateral security or remedies. ThereforeSeller, the Borrower on its own behalf and on behalf of its Subsidiaries (each, a “Seller Releasing Person”), irrevocably, unconditionally releases, waives and completely releases and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this AmendmentBuyer, the Credit Agreement Company and the other Loan Documentstheir respective Affiliates, and each other Buyer Related Party (B) each, a “Seller Released Person”), from all claimsLosses, Litigation, covenants, torts, defenses, offsets, causes judgments, demands and Liabilities whatsoever, of actionevery name and nature, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising both at law or and in equity, whether known or unknown, which the Borrower might otherwise accrued or unaccrued, that have been or could have been asserted against the Administrative AgentCompany which any Seller Releasing Person has or ever had, that arises out of or in any Lender way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters directly or indirectly relating to operation of the Company by Seller prior to the Closing, except for any claims, rights or obligations arising under this Agreement and the Transaction Agreements. (c) Each of Seller, Buyer and the Company: (i) represents and warrants that it is fully aware of the provisions of California Civil Code § 1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (ii) expressly waives and relinquishes all rights and benefits that the Buyer Releasing Persons or the Seller Releasing Persons, as applicable may have under applicable Law, including any state Law (including the above referenced California Civil Code section) or any common Law principles limiting waivers of their respective directorsunknown claims, (iii) understands that the facts and circumstances under which such Person gives this irrevocable and unconditional full and complete release and discharge of the Buyer Released Persons or the Company, officersas applicable may later prove to be different than now known or believed to be true by such Person and (iv) accepts and assumes the risk thereof and agrees that the Buyer Releasing Persons’ or the Seller Releasing Persons’, employees as applicable irrevocable and unconditional full and complete release and discharge of the Buyer Released Persons or agentsthe Company, as applicable with respect to the matters described in either case (A) this Section 10.15 shall remain effective in all respects and not be subject to termination, rescission or (B), on account modification by reason of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindsuch difference in facts and circumstances.

Release. In order to induce (a) As of the Administrative Agent Closing, each Seller, on behalf of himself and his Affiliates (as applicable, “Seller Releasing Person”), hereby releases and forever discharges the Company, the Buyer, their respective Affiliates, and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause respective Representatives of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent foregoing (each, solely in their capacity as such, a “Seller Released Person”) from all debts, demands, Actions, covenants, torts, damages and the Lenders all defenses, offsets, judgments and liabilities whatsoever, of every name and nature, both at Law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Seller Released Person, which any Seller Releasing Person has heretofore properly performed and satisfied or ever had, that arises out of or in a timely manner all of its obligations any way relates to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair actions occurring, existing or otherwise adversely affect any taken prior to or as of the Administrative Agent’s Closing Date in respect of matters directly or indirectly relating to the Company (individually a “Seller Released Claim” and collectively the “Seller Released Claims”); provided, however, that nothing contained herein will operate to release, and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges term Seller Released Claims shall not include (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind obligations of the Administrative Agent Company to any employee with respect to accrued and unpaid salary, paid time off, expense reimbursement or any Lender to employee benefits arising, in each case, in the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and ordinary course; (B) all claimsany obligation of the Company or the Buyer arising under this Agreement or any Ancillary Agreement; (C) any indemnification obligations of the Company to any Seller Releasing Person under the Organizational Documents, offsets, causes or (D) any obligations of action, right of recoupment, suits or defenses the Company to any Seller Releasing Person in respect of any kind whatsoever capital contributions made by a Seller Releasing Person or accrued but unpaid Carried Interest due to any Seller Releasing Person. Notwithstanding the foregoing, no GP Entity or FP Fund shall be deemed a Seller Releasing Person. (if any)b) Each Seller Releasing Person: (i) expressly waives and relinquishes all rights and benefits that such Seller Releasing Person may have under Applicable Law, whether arising at including any state law or in equity, whether any common law principles limiting waivers of unknown claims, (ii) understands that the facts and circumstances under which such Seller Releasing Person gives this full and complete release and discharge of the Seller Released Persons may hereafter prove to be different than now known or unknownbelieved to be true by such Seller Releasing Person; and (iii) accepts and assumes the risk thereof and agrees that such Seller Releasing Persons’ full and complete release and discharge of the Seller Released Persons with respect to the matters described in this Section 9.6 shall remain effective in all respects and not be subject to termination, which rescission or modification by reason of any such difference in facts and circumstances. (c) Notwithstanding the Borrower might otherwise have against foregoing, this Section 9.6 does not limit the Administrative Agentprovisions of Section 10, Section 11 or Section 14 or the rights of any Lender Indemnified Party thereunder or any of their respective directorsrepresentation, officerswarranty, employees covenant or agents, other obligation expressly set forth in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindthis Agreement.

Release. In order The following releases apply only to induce matters which occurred prior to or on the Administrative Agent date of execution hereof, and are not intended to release claims arising from events or actions which occur after the Lenders execution hereof: a. For the consideration set forth in Section 1(b), Cockburn agrees to release CRC, each of its subsidiaries and affiliates, and each of their officers, directors, successors, assigns, agents and employees from any and all claims or causes of action that he may now have, or know about, or which he may hereafter learn about, arising from or during his employment or resulting from the termination of his employment by CRC or relating in any way to events, occurrences, conducts, matters, causes or things that arose or Exhibit 10.30-Pg. 2 occurred prior to or on the execution hereof. Cockburn agrees that he will not file any claim, charge or lawsuit for the purpose of obtaining any monetary award above and beyond the amounts provided for in this Agreement, or for reinstatement of his employment or for any equitable relief. b. As a material inducement to enter into this AmendmentAgreement, the Borrower acknowledges and agrees that: for good and valuable consideration described herein, Cockburn , for him and for his spouse and family, heirs, executors, administrators, personal representatives, any future estate(s), and assigns (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective collectively "Releasors"), hereby irrevocably and unconditionally releases and forever discharges CRC, its past and present owners, stockholders, assigns, agents, directors, officers, employees trustees, employees, representatives, attorneys, and its divisions, parent companies, affiliates, successors and predecessors, (and the past, present and future agents, directors, officers, employees, shareholders, representatives and attorneys of the above), and the heirs, assigns, partners, officers, directors, shareholders, employees, or agent); (ii) the Borrower does not have any offset right, counterclaim, right agents of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent aforementioned individuals or entitles and the Lenders has heretofore properly performed and satisfied all persons acting, by, through, under, or in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect concert with any of the Administrative Agent’s and the Lenders’ rightsthem (collectively "Releasees"), interestsin their personal, contractsindividual, collateral security or remedies. Thereforeofficial, the Borrower unconditionally releasesand/or corporate capacities, waives and forever discharges (A) from any and all claims, liabilities, obligationspromises, dutiescontroversies, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowerdamages, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses charges, investigations, demands, costs, losses, debts and expenses of any kind whatsoever or nature whatsoever, whether based in tort, fraud, contract, statute, common law, or any other legal theory and whether Cockburn possesses them now or may possess them in the future arising from and relating to Cockburn 's employment with CRC, specifically including, but not limited to, (if any1) all claims of employment discrimination based on race, color, religion, sex, and national origin, as provided under Title VII of the Civil Rights at of 1964, as amended, or any Executive Order, (2) all claims arising under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sec. 621 et al. (ADEA), whether arising at or under any other federal, state, local or common law, statutes, ordinances, directives, regulations, or orders (including any Executive Order) prohibiting or addressing discrimination on account of age including the present effects of past acts; (3) claims under the Older Workers' Benefit Protection Act ("OWBPA"), (4) all claims of discrimination based on handicap or disability under the Americans with Disabilities Act, (5) all claims of employment discrimination under any state or local statute, law or in equityordinance, (6) all claims for retaliation or reprisal of any nature whatever, including any reprisal claim under ADEA, (7) slander, (8) defamation, (9) tortious interference with contract, (10) public policy tort, (11) abusive discharge, (12) wrongful discharge, (13) civil conspiracy, (14) invasion of privacy, (15) workers' compensation benefits, (16) personal injury of any nature, and (17) claims arising under any federal, state, local or common law, including the Fair Labor Standard Act, statute, ordinance, regulation, directive, or order (including any Executive Order) regulating or addressing wages and hours of employment or other terms and conditions of employment, whether suspected or unsuspected, whether known or unknown, whether specifically mentioned herein or not, which the Borrower may exist or might otherwise be claimed to exist, and claims which Cockburn now has, or claims to have, or which Cockburn at anytime heretofore had, or claimed to have against the Administrative Agent, any Lender each or any of their respective the Releasees. Cockburn expressly acknowledges that this is a final and general release. x. Xxxxxxxx further covenants and agrees never to institute, directly or indirectly, or participate as a party in any action or proceeding of any kind against CRC or its subsidiaries, successors, assigns, agents, shareholders, officers and directors, officersattorneys, employees or agentsany of the Releasees identified relating to or arising out of the employment relationship between CRC and Cockburn. x. Xxxxxxxx understands that the release contained herein is a general release, and represents that he has been advised by his counsel of the legal and practical effect of a general release, and recognizes that he is executing and delivering this release, intending thereby to be legally bound by the terms and provisions thereof, of his own free will, without promises or threats or the exertion of duress. Cockburn acknowledges that he has had adequate time and opportunity to review it, have it explained to him, and understands its provisions. e. This release shall not waive, compromise, preclude or prejudice Cockburn's right to seek contribution, indemnity and a defense from CRC should Cockburn ever be the subject of a lawsuit or claim brought by another against him for any acts or omissions committed by him during the course and scope of his employment by CRC. x. Xxxxxxxx affirms that he has carefully read all of the provisions in either case (A) or (B)this Agreement, on account that he understands all of any past or presently existing conditionthe terms hereof, actthat this Agreement has been fully explained to him by his counsel, omissionthat he fully understands its final and binding effect, eventand that he, contractof his own volition, liability, obligation, indebtedness, claim, cause signs this Agreement after consultation with and upon the advice of action, defense, circumstance or matter of any kindcounsel.

Release. In order to induce BY UTILIZING THE SITE, ALL USERS ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE RELEASED, DISCHARGED AND HELD HARMLESS FROM AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY LIABILITY WITH RESPECT TO ALL ASPECTS OF THE SITE (INCLUDING WITHOUT LIMITATION, ANY ILLNESS, LOSSES, LITIGATION, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY, REASONABLE ATTORNEYS’ FEES AND COURT COSTS) THAT MAY OCCUR FROM USE OF THE SITE OR THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF INFORMATION, MATERIALS, SERVICES OR PRODUCTS RELATED THERETO OR ACQUIRED THEREFROM. WE RESERVE THE RIGHT AT ANY TIME AND WITHOUT LIABILITY TO RESTRICT OR REFUSE ACCESS TO THE SITE AND ITS SERVICES, CONTENT, MATERIALS AND FUNCTIONS TO ANYBODY. WE FURTHER RESERVE THE RIGHT TO SEEK ANY FORM OF RELIEF, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, RELATED TO FRAUDULENT OR ILLEGAL ACTIVITY CONNECTED WITH THE USE OF THE SITE. Because we are not involved in the Administrative Agent actual transaction between buyers and suppliers, if applicable, in the Lenders to enter into this Amendmentevent that you have a dispute with one or more users, the Borrower acknowledges you also on behalf of yourself, your predecessors, if applicable, and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any each of their respective present and former officers, employees, directors, officersshareholders, employees or agent); (ii) the Borrower does not have any offset rightparents, counterclaimsubsidiaries, right of recoupment or any defense of any kind against the Borrower’s obligationsalter egos, indebtedness or liabilities to the Administrative Agent or any Lender; affiliates, partners, agents, attorneys, accountants, heirs, executors, administrators, conservators, successors and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsassigns, actsas applicable, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives hereby fully and forever releases and discharges (A) the Indemnified Parties, from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsdemands, lines, actions, agreements, suits, causes of action, right obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of recoupmentwhatever kind or nature in law, suits equity or defenses of any kind whatsoever (if any)otherwise, whether arising at law or in equity, whether now known or unknownsuspected which have existed or may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the execution of this Agreement which arise out of, concern, pertain or relate in any way to this Agreement or the Site. You also acknowledge that there is a possibility that subsequent to the execution of this Agreement, you will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by it at that time may have materially affected its decision to execute this Agreement. You acknowledge and agree that by reason of this Agreement, and the release contained in this section of the Agreement, you are assuming any risk of such unknown facts and such unknown and unsuspected claims. This release shall constitute a full release in accordance with its terms. In connection with such waiver and relinquishment, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true, with respect to the matters released herein. Nevertheless, it is your intention, through this Agreement, and with the advice of counsel, fully and finally settle and release all such matters, and all claims relative thereto, which do now exist, or have existed between and among the Borrower might otherwise parties hereto, including the Indemnified Parties. You hereby acknowledge that you have against been advised by your legal counsel, understand and acknowledge the Administrative Agent, any Lender or any significant and consequence of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindthis release.

Release. In order to induce Effective upon the Administrative Agent and the Lenders to enter into this Amendmentpayment by Purchaser, the Borrower acknowledges and agrees that: (i) Blockers, the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (Company or any of the Company’s Subsidiaries to the Representative of any Special Receivables Amount (or with respect to any payments in respect of any Special Receivables that have not been actually received by Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries prior to the expiration of the Collection Period, upon the expiration of the Collection Period), except in respect of any claims for a breach of Section 5.11 or Section 7.16 by, or the willful misconduct or bad faith of, Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries, each Seller, in its capacity as such, on behalf of itself and its Affiliates, assigns and heirs (in each case in their capacity as an Affiliate, assign or heir of a Seller hereunder), hereby unconditionally and irrevocably waives, releases and forever discharges each of Purchaser, the Blockers, the Company, the Company’s Subsidiaries and each of their respective past and present directors, officers, employees or agent); employees, agents, predecessors, successors, assigns, equityholders, partners, insurers, and Affiliates (iieach in their capacity as such, the “Released Parties”) the Borrower does not have from any offset right, counterclaim, right of recoupment or any defense and all liabilities of any kind against the Borrower’s obligationsor nature whatsoever, indebtedness in each case whether absolute or liabilities to the Administrative Agent contingent, liquidated or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsunliquidated, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, related to, arising out of or in connection with such Special Receivables Amount and the matter(s) underlying such Special Receivables Amount (and any payments in respect of any Special Receivables that have not been actually received by Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries prior to the expiration of the Collection Period, if applicable) which the Borrower might otherwise such Seller now has or may hereafter have against the Administrative AgentReleased Parties, and such Seller shall not seek to recover any Lender amounts in connection therewith or thereunder from the Released Parties. To the extent permitted by applicable Law, each Seller expressly waives all rights afforded by any statute which limits the effect of their respective directorsa release with respect to unknown claims, officers, employees or agents, in either case (A) or (B), on account and each Seller understands the significance of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause its release of action, defense, circumstance or matter unknown claims and its waiver of any kindstatutory protection against a release of unknown claims.

Release. In order (a) Effective upon the Effective Time, each Effective Time Holder, on behalf of itself and each of its Affiliates (excluding the Company and its Subsidiaries), executors, heirs, administrators, predecessors, successors and assigns (collectively, the “Releasing Parties”), (i) agrees that the Company, Parent, Merger Sub and each of their respective Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) and each of their respective officers, directors, employees, partners, members, managers, owners, agents, representatives, successors and assigns (collectively, the “Released Parties”) shall not have any liability, obligation or responsibility to induce any of the Administrative Agent Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and (ii) hereby irrevocably and unconditionally releases, waives and discharges each of the Lenders Released Parties from any and all obligations, responsibilities, liabilities and debts to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, with the exception of, in each case, with respect to the applicable Released Party: (A) any obligations or liabilities arising out of or relating to this Agreement, any Letter of Transmittal, the Ancillary Agreements to which such Effective Time Holder is a party or any other agreement entered into in connection with the transactions contemplated hereby (including the right to receive the Merger Consideration and other amounts which such Effective Time Holder is entitled upon the terms and conditions of this Agreement); and (B) with respect to any Releasing Party who is a director, officer, employee or agent of the Company or any of its Subsidiaries, (i) earned wages that remain unpaid as of the Effective Time; (ii) reimbursements for business expenses incurred and documented in compliance with the Company’s policies in effect immediately prior to the Closing Date and consistent with prior expenditures; (iii) unreimbursed claims under employee health and welfare plans, consistent with the terms of coverage; (iv) the entitlement of such employee to COBRA continuation coverage benefits or any other similar benefits required to be provided by Legal Requirement; (v) amounts which are vested under the Company’s 401(k) Plan; (vi) unreimbursed claims for indemnification or the advancement of expenses pursuant to any rights to indemnification or advancement of expenses under the Charter Documents; and (vii) any amounts payable under employment agreements consulting agreements or severance agreements, in each case, as of the date hereof and listed in Part 2.13(b) of the Disclosure Schedule, and any offer letters (which do not contain any severance obligations (other than those set forth in Part 2.13(e) of the Disclosure Schedule)) for current employees as of the date hereof in the form of offer letter referred to in Part 2.13(b) of the Disclosure Schedule (collectively, but not including the matters in clauses (A) and (B), the “Released Claims”). (b) Effective upon the Effective Time, each Releasing Party hereby expressly waives and releases any rights and benefits which such Releasing Party has or may have under any law or rule of any jurisdiction pertaining to all Released Claims and expressly waives and releases any and all rights and benefits conferred upon such Releasing Party by the provisions of Section 1542 of the California Civil Code or any similar Legal Requirement, 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. (c) Effective upon the Effective Time, each Effective Time Holder, jointly and severally, for itself and each of its Releasing Parties, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any Released Party, based on any Released Claim. Effective upon the Effective Time, each Effective Time Holder, on behalf of itself and each of its Releasing Parties: (i) represents and warrants that it has not assigned any Released Claims and has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this release to make an informed and knowledgeable decision with regard to entering into this release and has not relied on the Released Parties in deciding to enter into this Amendmentrelease and has instead made his, the Borrower acknowledges her or its own independent analysis and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent)decision to enter into this release; (ii) the Borrower does not have any offset rightacknowledges that he, counterclaimshe or it may hereafter discover facts different from, right of recoupment or any defense of any kind against the Borrower’s obligationsin addition to, indebtedness those which he, she or liabilities it now knows or believes to be true with respect to the Administrative Agent Released Claims, and agrees that the release set forth in this Section 5.4 shall, effective upon the Effective Time, be and remain effective in all respects notwithstanding such different or any Lenderadditional facts or the discovery thereof; and (iii) each releases and discharges the Released Parties from and against any liability arising out of or in connection with any action taken or omitted to be taken by the Administrative Securityholders’ Agent and in accordance with the Lenders has heretofore properly performed and satisfied provisions of this Agreement, the Ancillary Agreements or the authorization in a timely manner all Section 11.1 of its obligations to this Agreement or the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Securityholders’ Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) failure to distribute any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed amounts received by the Administrative Securityholders’ Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindeach Effective Time Holder’s behalf to each Effective Time Holder.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendmenta) IAMGOLD hereby remises, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives releases and forever discharges (A) TOMAGOLD and its officers, directors, shareholders, employees, agents and their respective successors and assigns from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right suits, debts, dues, accounts, contracts, claims, demands and obligations of recoupment, suits whatsoever kind or defenses of any kind whatsoever (if any), whether arising at law or in equitynature and howsoever arising, whether known or unknown, suspected or unsuspected, arising at law or in equity or under statute which IAMGOLD now has or may have arising out of or in respect of any matter or thing existing to the Borrower might otherwise have against present time including, without limiting the Administrative Agentgenerality of the foregoing, any Lender matters relating to the Option Agreement or any of the Released Obligations; b) Subject to the indemnity provisions in Section 4c) below, TOMAGOLD hereby remises, releases and forever discharges IAMGOLD and its officers, directors, shareholders, employees, agents and their respective directorssuccessors and assigns from any actions, officerscauses of action, suits, debts, dues, accounts, contracts, claims, demands and obligations of whatsoever kind or nature and howsoever arising, whether known or unknown, suspected or unsuspected, arising at law or in equity or under statute which TOMAGOLD now has or may have arising out of or in respect of any matter or thing existing to the present time including, without limiting the generality of the foregoing, any matters relating to the Option Agreement or the Released Obligations; and c) Notwithstanding Section 4b) above, IAMGOLD hereby agrees to indemnify and save TOMAGOLD harmless from and against any Environmental Liability (as defined herein), arising directly or indirectly from any past, present or future operations or activities conducted on the Monster Lake Project by IAMGOLD, its employees or agents, in either case (A) agents starting on or (Bafter the effective date of the Original Option Agreement. For the purposes of this Section 4c), on account of “Environmental Liability” means any past or presently existing conditionclaim, actdemand, omission, event, contractloss, liability, obligationdamage, indebtednesscost or expense (including legal fees) suffered or incurred in respect of environmental cleanup and remediation obligations and liabilities arising directly or indirectly from operations or activities conducted in or on the Monster Lake Project by IAMGOLD, claim, cause its employees or agents starting on or after the effective date of action, defense, circumstance or matter of any kindthe Original Option Agreement.

Release. In order to induce As a material part of the consideration for the Administrative Agent, the Collateral Agent and the Lenders to enter entering into this Third Amendment, the Borrower acknowledges and agrees that: each other Loan Party (icollectively, the “Releasors”) agree as follows (the Borrower does not have any claim or cause “Release Provision”): (a) Other than with respect to the agreements of action against the Lenders specifically set forth herein, the Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent or any Agent, the Collateral Agent, each Lender (or any of their respective directorsand the Administrative Agent’s, the Collateral Agent’s and each Lender’s predecessors, successors, assigns, participants, officers, employees or agent); managers, directors, shareholders, partners, employees, agents, attorneys and other professionals, representatives, parent corporations, subsidiaries, and affiliates (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each hereinafter all of the Administrative Agent above collectively referred to as the “Lender Group”), from any and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditionsclaims, actscounterclaims, omissionsdemands, eventsdamages, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rightsdebts, interestsagreements, covenants, suits, contracts, collateral security or remedies. Thereforeobligations, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claimsaccounts, offsets, rights, actions, and causes of action, right of recoupment, suits or defenses action of any kind nature whatsoever (if any), and whether arising at law or in equity, presently possessed, whether known or unknown, which whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Borrower might otherwise Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the date hereof. (b) The Releasors agree not to xxx any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. (c) The Releasors acknowledge, warrant, and represent to Lender Group that: (i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Third Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) The Releasors have executed this Third Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity. (iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity. (d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, any the Collateral Agent and each Lender or any to enter into this Third Amendment. (e) It is the express intent of their respective directors, officers, employees or agents, the Releasors that the release and discharge set forth in either case (A) or (B), on account the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any past Claims released hereby against Lender Group. (f) If any term, provision, covenant, or presently existing conditioncondition of the Release Provision is held by a court of competent jurisdiction to be invalid, actillegal, omissionor unenforceable, eventthe remainder of the provisions shall remain in full force and effect. (g) The Releasors acknowledge that they may hereafter discover facts in addition to or different from those that they now know or believe with respect to the Claims released herein, contractbut the Releasors expressly shall have and intend to fully, liability, obligation, indebtedness, claim, cause finally and forever have released and discharged any and all such Claims. The Releasors expressly waive any provision of action, defense, circumstance statutory or matter decisional law to the effect that a general release does not extend to Claims that the releasing party does not know or suspect to exist in such party’s favor at the time of any kindexecuting the release.

Release. In order to induce (a) Executive Officer acknowledges that he or she is not aware of any existing claim or defense, personal or otherwise, or rights of set off whatsoever against OCB, except as expressly provided herein. For and in consideration of the Administrative Agent consummation of the Merger and the Lenders to enter into this Amendmentother transactions contemplated by the Merger Agreement, Executive Officer, for himself/herself and on behalf of his or her heirs and assigns (the Borrower acknowledges “Executive Officer Releasing Parties”), releases, acquits and agrees that: (i) the Borrower does not have any claim forever discharges OCB and its predecessors, successors, assigns, officers, directors, employees, agents and servants, and all persons, natural or cause of action against the Administrative Agent or any Lender (corporate, in privity with them or any of their respective directorsthem, from any and all known claims or causes of action of any kind whatsoever, at common law, statutory or otherwise, which the Executive Officer Releasing Parties, or any of them, has, now existing or that may hereafter arise in respect of any and all agreements and obligations incurred on or prior to the date hereof, or in respect of any event occurring or circumstances existing on or prior to the date hereof; provided, however, that OCB shall not be released from any written contractual obligations or accrued benefits of OCB to Executive Officer as set forth on Schedule 1 attached hereto or any potential claim for indemnification under OCB’s articles of association or bylaws (in each case as in existence on the date hereof) for any matters arising in connection with the Executive Officer’s service as an officer or employee of OCB relating to acts, circumstances, actions or omissions arising on or prior to the date hereof to the extent such claims have not been asserted or are not known to Executive Officer. (b) It is expressly understood and agreed that the terms hereof are contractual and not merely recitals, and that the agreements herein contained and the consideration herein transferred is to compromise doubtful and disputed claims, and that no releases made or other consideration given hereby or in connection herewith shall be construed as an admission of liability, all liability being expressly denied by OCB. Executive Officer hereby represents and warrants that the consideration hereby acknowledged for entering into this Agreement and the transactions contemplated hereby is greater than the value of all claims, demands, actions and causes of action herein relinquished, released, renounced, abandoned, acquitted, waived and/or discharged, and that this Agreement is in full settlement, satisfaction and discharge of any and all such claims, demands, actions, and causes of action that Executive Officer may have or be entitled to against OCB and its predecessors, assigns, legal representatives, officers, employees or agent); (ii) the Borrower does not have any offset rightdirectors, counterclaimemployees, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness attorneys and agents other than obligations or liabilities to the Administrative Agent Executive Officer in connection with any written contractual obligations or any Lender; and (iii) each accrued benefits of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations OCB to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender Executive Officer as set forth on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindSchedule 1 attached hereto.

Release. In order to induce consideration of the Administrative Agent and promises of the Lenders to enter into this AmendmentCompany provided herein, including, the Borrower acknowledges consideration provided for in Section 2 and agrees that: other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which Executive acknowledges, Executive, on Executive’s own behalf and on behalf of Executive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (icollectively, the “Executive Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any Company, Avantax Wealth Management, Tax Act and their shareholders, their affiliates, subsidiaries and each of their respective directorspast, present and future parents, owners, officers, employees or agent); directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, fiduciaries, employee benefit plans, representatives, successors and assigns (ii) the Borrower does not have any offset righteach, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; a “Company Released Party” and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases“Company Released Parties”), waives jointly and forever discharges (A) severally, from any and all liabilitiesclaims, rights, demands, debts, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetslosses, causes of action, right of recoupmentsuits, suits or defenses controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (if anycollectively, the “Claims”), whether arising at law or in equity, whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which the Borrower might otherwise any of Executive Releasing Parties have, had or may have against any of the Administrative AgentCompany Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive. Such released Claims include, without limitation, all Claims arising from or relating to Executive’s employment with the Company or the termination of that employment relationship or any circumstances related thereto, or any other agreement, matter, cause or thing whatsoever, including without limitation all Claims arising under or relating to Executive’s employment, the Employment Agreement, equity, compensation, bonuses, benefits, payments, or any other benefits or payments Executive may or may not have received during Executive’s employment with the Company, all Claims relating to any other claimed payments, employment contracts or benefits, all Claims arising from or relating to Executive’s performance of services for the Company and any of its affiliates during Executive’s employment with the Company, including without limitation all Claims arising at law or equity or sounding in contract (express or implied) or tort, Claims arising by statute, common law or otherwise, Claims arising under any federal, state, county or local laws, of any jurisdiction, including Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and fair dealing, Claims for alleged fraud, concealment, unjust enrichment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, and Claims for discrimination, retaliation, sexual harassment and Claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or any other form of discrimination, harassment, or retaliation, including, without limitation, Claims under the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Patient Protection and Affordable Care Act of 2010, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Pennsylvania Labor Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Equal Pay Law, the Pennsylvania Workers’ Compensation Act, any Lender statute or laws of the State of Pennsylvania, any statute or laws of the State of Texas (including but not limited to the Texas Labor Code), any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of their respective directorsthe Company Released Parties arising from, officersconcerned with, employees or agentsotherwise relating to, in either case (A) whole or (B)in part, on account Executive’s employment, the terms and conditions of Executive’s employment, or Executive’s separation from employment with the Company or any past of the matters or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause Claims discharged and released in this Agreement. This release shall not apply to any of action, defense, circumstance or matter of any kindthe Company’s obligations under this Agreement.

Release. In order to induce For and in consideration of the Administrative Agent Loan hereunder, Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the Lenders to enter into this Amendment“Releasing Parties”) does hereby fully and completely release, the Borrower acknowledges acquit and agrees that: (i) the Borrower does not have any claim or cause forever discharge Lender, and each of action against the Administrative Agent or any Lender (or any of their respective its successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees employees, shareholders and agents (hereinafter called the “Lender Parties”), and any other person, firm, business, corporation, insurer, or agentassociation which may be responsible or liable for the acts or omissions of Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the “Released Parties”); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) from any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsetsactions, causes of action, right of recoupmentsuits, suits or defenses debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees) and demands of any kind whatsoever (if any)whatsoever, whether arising at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, xxxxxx or inchoate, known or unknownunknown that the Releasing Parties (or any of them) have or may have, which the Borrower might otherwise have against the Administrative AgentReleased Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which Lender or any of their respective directorsthe Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner or with actual willful misconduct or illegal activity. Borrower acknowledges that the foregoing release is a material inducement to Lender’s and Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by Lender in agreeing to make the Loan hereunder. Borrower understands, officersacknowledges 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, employees suit or agentsother proceeding which may be instituted, prosecuted or attempted in either case (A) breach of the provisions of such release. To the furthest extent permitted by law, Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any of Lender Parties or (B)any other Released Parties under any law, on account rule or regulation of any past jurisdiction that would or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause could have the effect of action, defense, circumstance limiting the extent to which a general release extends to claims which any of the Releasing Parties does not know or matter suspect to exist as of any kindthe date hereof.

Release. In order to induce Effective as of the Administrative Agent and the Lenders to enter into this AmendmentOP Merger Effective Time, the Borrower acknowledges undersigned, for itself and agrees that: on behalf of each of its Affiliates (i) other than BRE), and such Affiliates’ heirs, personal representatives, executors, administrators, trustees, family members, successors, and assigns (collectively, the Borrower does not have any claim or cause “Holder Releasing Parties”), hereby releases and forever discharges BRE, BNL, BNL OP, each of action against the Administrative Agent or any Lender (or any their Affiliates, and each of their respective past, present and future stockholders, members, controlling persons, managers, directors, officers, employees or agent); employees, agents, representatives, debt holders, successors, and assigns (ii) the Borrower does not have any offset rightindividually, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; a “BNL Releasee” and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Thereforecollectively, the Borrower unconditionally releases, waives and forever discharges (A“BNL Releasees”) from any and all liabilitiesProceedings, obligationsorders, dutiesContracts, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documentsdebts, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equityLiabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity (collectively, “Claims or Rights”), which the Borrower might otherwise Holder Releasing Parties now have, have ever had or may hereafter have against the Administrative Agentrespective BNL Releasees arising contemporaneously with or prior to the OP Merger Effective Time (a) on account of or arising out of the organization, any Lender management or operation of the businesses of BRE or any of their respective directorsits Subsidiaries relating to any matter, officers, employees cause or agents, in either case (A) event occurring contemporaneously with or prior to the OP Merger Effective Time or (B), b) on account of or arising out of the undersigned’s direct or indirect ownership of the Units or any other Equity Securities of BRE (including any Claim that the allocation of Merger Consideration or the Aggregate Earnout Consideration among the various classes of Units does not comply with the BRE LLCA); provided, that nothing contained herein shall operate to release Claims or Rights of the Holder Releasing Parties (or to release or preclude enforcement of Claims or Rights of the Holder Releasing Parties) (i) arising under the Merger Agreement or any Ancillary Agreement or this Election Form; or (ii) if the Holder Releasing Party was an employee or service provider of BRE or any of its Subsidiaries prior to the OP Merger Effective Time, arising from accrued but unpaid compensation (whether in bonus, salary or otherwise) and/or benefits, other than equity-based or equity-related compensation or benefits; or (iii) for indemnification, exculpation or advancement of expenses pursuant to the organizational documents of BRE and its Subsidiaries; or (iv) for reimbursement of business expenses incurred in the ordinary course of business in accordance with the policies and past practices of BRE and its Subsidiaries and which is owing to the undersigned as of the OP Merger Effective Time. The undersigned hereby irrevocably covenants to refrain from, directly or presently existing conditionindirectly, actasserting any claim or demand or commencing, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance instituting or matter causing to be commenced any Proceeding of any kindkind against any BNL Releasee based upon any matter purported to be released hereby.

Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the (a) Borrower hereby acknowledges and agrees that: (i) that as of September 23, 2014, the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each aggregate outstanding principal amount of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, under the Credit Agreement and the other Loan DocumentsDocuments (including the Promissory Note) was $45,000,000 and that such principal amount is payable pursuant to the Credit Agreement and the other Loan Documents as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. (b) Effective on the date hereof, each of Borrower and each Subsidiary Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom Lender would be liable if such persons or entities were found to be liable to Borrower or such Subsidiary Guarantor (B) each a “Releasee” and collectively, the “Releasees”), from any and all past, present and future claims, offsetssuits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, right of recoupmentdamages, suits or defenses losses, costs and expenses of any kind whatsoever (if any)or character, whether arising at law or based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower ever had from the Borrower might otherwise have beginning of the world to the date hereof, or now has, against any such Releasee which relates, directly or indirectly to the Administrative AgentCredit Agreement, any Lender other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in any of the Loan Documents or in this Amendment. As to each and every Claim released hereunder, Borrower and each Subsidiary Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” As to each and every Claim released hereunder, Borrower and each Subsidiary Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower and each Subsidiary Guarantor each acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower and each Subsidiary Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each of Borrower and each Subsidiary Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. If Borrower or any Subsidiary Guarantor or any of their its respective successors, assigns, or officers, directors, officersemployees, employees agents or agentsattorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in either case addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation. (Ad) or For purposes of Section 6(b) and (Bc), on account the term “Lender” shall include Participant. The Participant shall be an express third party beneficiary of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause the provisions of action, defense, circumstance or matter of any kindSection 6(b) and (c).

Release. In order to induce (a) Effective as of the Administrative Agent Closing, Buyer, on behalf of itself and its Subsidiaries (including the Company and Blocker) and its and their respective successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Buyer Releasing Persons”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges any rights, claims and Losses of any type that any Buyer Releasing Person has had, now has or might now or hereafter have against, as applicable, AT&T and its Affiliates (excluding Blocker and the Lenders to enter into this AmendmentCompany) and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns (collectively, the Borrower acknowledges and agrees that“Seller Released Persons”) in respect of, relating to or arising in connection with (x) such Seller Released Persons’ ownership of Blocker Units or equity interests in the Company which existed on or prior to the Closing Date, or (y) the Business contemporaneously with or prior to the Closing, except: (i) the Borrower does not have for rights, claims and Losses under any claim or cause of action against the Administrative Agent Commercial/Transition Agreement or any Lender (Surviving Affiliate Agreement or arising from and after the Execution Date under the terms of this Agreement or any of their respective directorsAncillary Agreement, officers, employees or agent); (ii) as otherwise expressly contemplated by the Borrower does not have terms of this Agreement, any offset rightAncillary Agreement, counterclaim, right of recoupment any Commercial/Transition Agreement or any defense of any kind against the Borrower’s obligationsSurviving Affiliate Agreement, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each in the case of Fraud, or (iv) any bona fide rights, claims and Losses that are notified in good faith to a Seller Released Person in writing by a Buyer Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any Ancillary Agreement or any arrangements not contemplated to be terminated at the Closing pursuant to the terms hereof are waived, released, remised or discharged pursuant to this Section 6.14. Xxxxx, on behalf of the Administrative Agent Buyer Releasing Persons, acknowledges that the releases and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated waivers in this Amendment, Section 6.14 have been agreed upon and given in light of such facts and that the Credit Agreement releases and the other Loan Documents, and (B) waivers are intended to apply to all claims, offsets, causes of action, right Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants. (b) Effective as of recoupmentthe Closing, suits or defenses AT&T, on behalf of itself and its successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Seller Releasing Persons”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges any rights, claims and Losses of any kind whatsoever (if any)type that any Seller Releasing Person has had, whether arising at law now has or in equitymight now or hereafter have against, whether known or unknownas applicable, which Buyer, Blocker, the Borrower might otherwise have against the Administrative AgentCompany, any Lender or any and each of their respective directorsindividual, officersjoint or mutual, employees past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns (collectively, the “Buyer Released Persons”) in respect of, relating to or agentsarising in connection with such Seller Releasing Persons’ ownership of the Blocker Units which existed on or prior to the Closing Date, except: (i) for rights, claims and Losses under any Commercial/Transition Agreement or any Surviving Affiliate Agreement or arising from and after the Execution Date under the terms of this Agreement or any Ancillary Agreement, (ii) as otherwise expressly contemplated by the terms of this Agreement, any Ancillary Agreement, any Commercial/Transition Agreement or any Surviving Affiliate Agreement, (iii) for rights to indemnification, exculpation or advancement of expenses under any employment or under the organizational documents of any Buyer Released Person, in either each case existing as of the date hereof, of (Ax) Blocker in respect of the directors or officers of Blocker or (B)y) of the Company in respect of the managers of the Company appointed by AT&T, (iv) in the case of Fraud, or (v) any bona fide rights, claims and Losses that are notified in good faith to a Buyer Released Person in writing by a Seller Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any Ancillary Agreement or any arrangements not contemplated to be terminated at the Closing pursuant to the terms hereof are waived, released, remised or discharged pursuant to this Section 6.14. AT&T, on account behalf of any past or presently existing conditionthe Seller Releasing Persons, actacknowledges that the releases and waivers in this Section 6.14 have been agreed upon and given in light of such facts and that the releases and waivers are intended to apply to all claims, omission, event, contract, liability, obligation, indebtedness, claim, cause causes of action, defenseOrders, circumstance or matter of assessments, damages, deficiencies, losses, fines, interest, liabilities (including any kindindebtedness), obligations, penalties, executions and covenants.

Release. In order The Parties agree to induce each release the Administrative Agent other of all obligations, liabilities and costs arising under the Lenders Existing CECO 2 PPA as of the Effective Date, and to enter into this Amendmentfurther release each other regarding potential claims against one another and related to differing interpretations of the Existing CECO 2 PPA (the "PPA and Related Potential Claims"). Such claims include, without limitation, the Borrower acknowledges obligations to deliver, sell, receive and agrees thatpurchase energy and capacity under the Existing CECO 2 PPA, and disputes related to: (ia) the Borrower does not have any claim or cause payment for Delivered Energy (as such term is defined in the Existing CECO 2 PPA) delivered by NEA and received by CECO in excess of action against CECO's entitlement; (b) the Administrative Agent or any Lender application of Article X(i), as set forth in the Existing CECO 2 PPA; (or any c) the allocation of certain congestion charges/credits imposed by the ISO; and (d) the pricing for the full term of the Existing CECO 2 PPA. The Parties agree that it is in their respective mutual best interests to waive such PPA and Related Potential Claims and to release each other from liability thereunder. Therefore, as of the Effective Date, the Parties, intending to be legally bound on behalf of themselves and their past, present and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, employees or agent); (ii) the Borrower does not have any offset rightagents, counterclaimattorneys, right of recoupment or any defense of any kind against the Borrower’s obligationsinsurers, indebtedness or liabilities to the Administrative Agent or any Lender; employees, stockholders, members, partners and (iii) representatives ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY, FULLY AND FOREVER ACQUIT, RELEASE, AND DISCHARGE AND COVENANT NOT TO XXX each of the Administrative Agent other and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all liabilitiesof their past, obligationspresent and future parents, dutiessubsidiaries, promises or indebtedness of affiliates, successors, predecessors, assigns, directors, officers, agents, attorneys, insurers, employees, stockholders, members, partners and representatives, from any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, right demands, obligations, charges, complaints, controversies, damages, liabilities, costs, expenses, judgments, guarantees, agreements, or defaults of recoupmentevery and any nature, suits relating to or defenses arising out of any kind whatsoever the PPA and Related Potential Claims, whether in law or equity and whether arising in contract (if anyincluding breach), whether arising at law tort or in equityotherwise, whether known and irrespective of fault, negligence or unknownstrict liability, which a Party may have had, or may now have, prior to the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kindEffective Date. 7. RESERVED 8.