Common use of Release Clause in Contracts

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.

Release. The Administrative Borrower (In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors and assigns, and its present and former members, affiliates, employees, agents, officers, directors, shareholders, legal representatives and other representatives (each, a “Releasing Party” and collectively, the Loan “Releasing Parties) ”), does hereby acknowledges remise, release and agrees that no Loan Party has any defensedischarge, counterclaimand shall be deemed to have forever remised, offset, cross-complaint, claim or demand released and discharged each of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their Lender’s respective predecessorssuccessors and assigns, and past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, attorneysconsultants, successors experts, advisors, attorneys and assigns other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively, collectively hereinafter the “Released Parties”) ), of and from any and all possible manner of action and actions, cause and causes of action, claims, demands, actionssuits, causes damages and any and all other claims, counterclaims, defenses, rights of actionsetoff, damages, costs, expenses demands and liabilities whatsoeverwhatsoever (each, a “Claim” and collectively, the “Claims”) of every kind and nature, whether in law, equity or otherwise, known or unknown, anticipated fixed or unanticipatedcontingent, joint and/or several, secured or unsecured, liquidated or unliquidated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in which any case originating in whole or in part on or before the date this amendment is executed that any Loan Releasing Party may now or hereafter own, hold, have or claims to have against the Released Parties, if any, irrespective of whether any in their capacities as such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Finance Documents, and/or negotiation for for, upon, or by reason of any circumstance, action, fact, event or omission or other matter occurring at or from any time prior to and execution of including the Amendment Effective Date in any way arising out of, connected with or relating to this Amendment, includingthe Waiver and Forbearance Agreement, without limitationthe Credit Agreement, any contracting forother Finance Document and the transactions contemplated thereby or hereunder; provided, charginghowever, takingthat no Released Party shall be released from any act or omission that constitutes gross negligence, reserving, collecting fraud or receiving interest in excess of the highest lawful rate applicablewilful misconduct.

Release. The Administrative Each of the MF/Borrower (Related Parties hereby acknowledges and confirms on its own behalf and on behalf of its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of any Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and forever waives, remises, releases, discharges and holds harmless each Lender, Agent and any other Indemnified Party, and each of their respective affiliates, stockholders, directors, officers, employees, attorneys, agents, representatives, heirs, executors, administrators, successors and assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (collectively, the “Designated Parties) hereby acknowledges ”), from and against, and agrees that no Loan Party has not to allege or pursue, any defenseaction, cause of action, suit, debt, liability, loss, expense, claim, counterclaim, cross-claim, demand, defense, offset, cross-complaintopposition, demand and other right of action whatsoever, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, whether in law, equity or otherwise, which any of the Releasors ever had, now have, may have, or claim or demand to have against any of the Designated Parties, by reason of any kind matter, cause or nature whatsoever thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Loan Documents, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that can be asserted they are the sole and lawful owners of all right, title, and interest in and to reduce every Claim being released hereby and they have not assigned, pledged, hypothecated, or eliminate otherwise divested or encumbered all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the LendersClaim being released hereby. The Administrative MF/Borrower (on behalf Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the Loan Parties) Releasees from and against any Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily and knowingly releases and forever discharges the Agentaid in any way, the Lenders and each of their respective predecessorsor foment any suit, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damagesor other proceeding (at law, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole regulatory proceeding, or in otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part on or before of any Releasee; and (b) the date provisions of this amendment is executed that general release shall constitute an absolute bar to any Loan Party may now or hereafter have against the Released PartiesClaim of any kind, if any, irrespective of whether any such claims arise out of Claim is based on contract, tort, violation of law or regulationswarranty, mistake, or otherwiseany other theory, and that arise from any Loanswhether legal, the exercise of any rights and remedies under the Credit Agreement statutory, or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableequitable.

Release. The Administrative Borrower Each Obligor (on behalf for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the Loan Partiesforegoing) (collectively, the “Releasors”) does hereby acknowledges fully, finally, unconditionally and agrees that no Loan Party has any defenseirrevocably release, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf waive and forever discharge each of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the AgentSupporting Holders, the Lenders and together with each of their respective predecessorsAffiliates, and each of the directors, officers, members, employees, agents, employees, attorneys, successors financial advisors and assigns consultants of each of the foregoing (each a “Released Party”, and collectively, the “Released Parties”) ), from any and all possible debts, claims, demandsallegations, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the date hereof directly arising out of, connected with or related to this Agreement, the exercise Indenture or any other Notes Document, or any act, event or transaction related or attendant thereto, or the agreements of any rights and remedies under Supporting Holder contained therein, or the Credit Agreement possession, use, operation or other Loan Documents, and/or negotiation for and execution control of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableassets of any Obligor. Each Obligor represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.

Release. The Administrative Borrower (on behalf As a material part of the Loan Parties) consideration of Administrative Agent entering into, and the Required Lenders consenting to, this Amendment, Borrower hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Administrative Agent, the Lenders and each of their respective predecessorssuccessors, assigns, officers, managers, directors, shareholders, employees, agents, employees, attorneys, successors representatives, parent corporations, subsidiaries, and assigns affiliates (all the foregoing, collectively, the “Released PartiesReleasees” and individually, a “Releasee”) ), jointly and severally from any and all possible claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including all claims, demands, actions, and causes of actionaction for contribution and indemnity, damageswhether arising at law or in equity, costs, expenses and liabilities whatsoeverwhether presently possessed or possessed in the future, whether known or unknown, anticipated whether liability be direct or unanticipatedindirect, suspected liquidated or unsuspectedunliquidated, fixedwhether presently accrued or to accrue hereafter, contingent whether absolute or conditionalcontingent, foreseen or at law unforeseen, and whether or in equitynot heretofore asserted, which Borrower may have or claim to have against Releasees (or any one or more of them); provided, however, that neither Administrative 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 Lender, in any case originating in whole or in part on or before accordance with applicable laws and the date this amendment is executed that any Loan Party may now or hereafter have against terms of the Released Parties, if any, irrespective of whether documents establishing any such claims arise out deposit relationship; or (ii) any claim (including without limitation any claim for breach of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan DocumentsDocument) arising from any action, and/or negotiation for and execution inaction or conduct of Administrative Agent or the Lenders or the other Releasees after the effective date of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.

Release. The Administrative In consideration of the delivery of this Amendment and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, unconditionally, freely and voluntarily, after consultation with counsel and becoming fully and adequately informed as to the relevant facts, circumstances and consequences, each Borrower (and Guarantor, for itself and on behalf of the Loan Parties) hereby acknowledges its successors and agrees that no Loan Party has assigns, and its present and former members, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of of, or claiming through it (each Borrower and Guarantor and all such other Persons being hereinafter referred to collectively as the Loan “Releasing Parties) ” and individually as a “Releasing Party”), hereby voluntarily and knowingly releases waives, releases, remises and forever discharges the AgentAgent and each Lender, the Lenders and each of their respective predecessorsAffiliates, agentsand each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable to any Borrower or Guarantor (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich any Releasing Party ever had from the beginning of the world, contingent or conditionalnow has, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or might hereafter have against any such Releasee, which Claims relate, directly or indirectly, to any act or omission by any Releasee that occurred on or prior to the Released Partiesdate of this Agreement and relate, directly or indirectly, to the Revolving Credit Agreement, any Other Document, any Borrower or Guarantor or any acts or omissions of any such Releasee that occurred on or prior to the date of this Agreement with respect to the Revolving Credit Agreement or any Other Document, any Borrower or Guarantor or the lender-borrower relationship evidenced by the Other Documents, except for the duties and obligations set forth in this Agreement and the duties and obligations set forth in the Other Documents to be performed on or after the date of this Amendment. As to each and every Claim released hereunder, each Releasing Party waives the benefit of each provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, irrespective of whether pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Releasing Party 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 claims arise out of contractdifferences or additional facts. Each Releasing Party understands, tortacknowledges 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, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement suit or other Loan Documentsproceeding which may be instituted, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting prosecuted or receiving interest attempted in excess breach of the highest lawful rate applicableprovisions of such release.

Release. The Administrative Borrower (a) Effective upon the Closing, each Seller Guarantor, each Seller and NewCo, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits administrators, counterclaimexecutors, offsettrustees, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneysbeneficiaries, successors and assigns (collectively, the “Released Releasing Parties”), hereby releases, forever discharges and covenants not to sue each of the Company, Acquiror, its Affiliates (including, after the Closing, the Company), and each of their respective individual, joint or mutual, Representatives, direct and indirect equityholders, other controlling Persons, successors and assigns (collectively, “Releasees”) from and with respect to any and all possible claims, dues and demands, actionsActions, causes of action, damagesorders, costsobligations, expenses Contracts and liabilities agreements, debts and Liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or Law and in equity, in any case originating in whole which the Releasing Parties now have, have ever had or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released respective Releasees on account of or arising out of any matter, cause or Occurrence occurring contemporaneously with or prior to the Closing including those pertaining to the Releasing Parties’ relationships, direct and indirect, with the Company (including with respect to equity ownership rights in the Company or rights arising by virtue of their status as directors, officers, partners, members, equityholders, employees or similar capacities of the Company); provided, however, that this release shall not apply to any rights or claims of the Releasing Parties on account of or arising out of (i) the rights of Releasing Parties under this Agreement, the Company Ancillary Agreements, the Seller Ancillary Agreements, the NewCo Ancillary Agreements or any agreement delivered pursuant to the Agreement, or with respect to the transactions contemplated thereby, or any Acquiror benefit plans, (ii) under any obligations under the Company Charter Documents, indemnification contracts in favor of the Releasing Parties, if anyand any directors’ and officers’ liability insurance policies, irrespective of whether any such claims arise out of contractin each case, tort, violation of law with respect to the indemnification or regulationsexculpation of, or otherwiseadvancement of expenses to, a Releasing Party, (iii) under the Company’s currently-existing employee benefit plans, health insurance plans and that arise retirement plans (but not including any benefit plans or plan provisions relating to retention or change in control payments or grants of equity or equity-based awards), (iv) from any Loansclaims for accrued and unpaid salary, benefits and reimbursements of expenses actually incurred for services actually provided by the exercise Releasing Party and payable in the ordinary course of business; or (v) under any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution claim that may not be waived as a matter of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablelaw.

Release. The Administrative Borrower (on behalf of the Each Loan Parties) Party hereby acknowledges and agrees that no Loan Party that: (a) neither it nor any of its Affiliates has any defense, counterclaim, offset, cross-complaint, claim or demand cause of action against any kind Agent, any Lender or nature whatsoever that can be asserted to reduce or eliminate all the L/C Issuer (or any part of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each Agent, each Lender and the L/C Issuer has heretofore properly performed and satisfied in a timely manner all of its liability obligations to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily Parties and knowingly releases their Affiliates under the Financing Agreement and forever discharges the Agentother Loan Documents. Notwithstanding the foregoing, the Agents, the Lenders and the L/C Issuer wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents', the Lenders' and the L/C Issuer's rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for 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 each Agent, each Lender and the L/C Issuer and each of their respective predecessorsAffiliates, agentsofficers, directors, employees, attorneys, successors consultants and assigns agents (collectively, the “"Released Parties”") from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys' fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under act, omission or thing whatsoever done or omitted to be done on or prior to the Credit Agreement Amendment Effective Date arising out of, connected with or other Loan Documents, and/or negotiation for and execution of related in any way to this Amendment, includingthe Financing Agreement or any other Loan Document, without limitationor any act, event or transaction related or attendant thereto, or the agreements of any Agent, any contracting forLender or the L/C Issuer contained therein, chargingor the possession, takinguse, reserving, collecting operation or receiving interest in excess control of any of the highest lawful rate applicableassets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral.

Release. The Administrative Borrower (Each of the Landlords, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits affiliates, counterclaimdirectors, offsetofficers, cross-complaintshareholders, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agentmembers, the Lenders and each of their respective predecessorspartners, employees, agents, representatives, successors and assigns, hereby releases AppFolio, and its affiliates, directors, officers, shareholders, members, partners, employees, attorneysagents, representatives, successors and assigns from and against any and all actions, suits, claims, damages, liabilities and obligations (collectively, the “Released PartiesClaims”) from all possible claims, demands, actions, causes arising out of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equityconnection with the Umbrella Agreement or any of the Existing Leases. AppFolio on behalf of itself and its affiliates, in directors, officers, shareholders, members, partners, employees, agents, representatives, successors and assigns, hereby releases each of the Landlords, and their respective affiliates, directors, officers, shareholders, members, partners, lenders, ground lessors, employees, agents, representatives, successors and assigns, from and against any case originating in whole and all Claims arising out of or in part on or before connection with the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Umbrella Agreement or other Loan Documentsany of the Existing Leases. Each of the Landlords and AppFolio agree that there is a risk that, and/or negotiation for and subsequent to the execution of this AmendmentAgreement, including, without limitation, any contracting for, charging, taking, reserving, collecting it will suffer losses or receiving interest in excess damages which are unknown or unanticipated as of the highest lawful rate applicable.date hereof, and the Landlords and AppFolio each hereby assume said risk and agree that the releases contained in this Section 2 shall apply to all unknown or unanticipated Claims, as well as those known and anticipated. In connection with the foregoing, the Landlords and AppFolio each hereby waives any and all rights they may have under California Civil Code Section 1542, which Section reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 90 Castilian Initials AppFolio Initials 70 Castilian Initials 50 Castilian Initials

Release. The In consideration of, among other things, the Administrative Borrower (Agent’s, the Fronting Banks’ and the Lenders’ execution and delivery of this Amendment, each Borrower, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits agents, counterclaimrepresentatives, offsetofficers, cross-complaintdirectors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentsadvisors, employees, attorneyssubsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all possible claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, liens, warranties, damages and consequential damages, costsjudgments, costs or expenses and liabilities whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known now existing or unknownhereafter arising, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or whether arising at law or in equityequity (collectively, the “Claims”), against any or all of the Credit Parties in any case originating capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts existing on or before the date this amendment is executed Amendment Effective Date, that any Loan Party may now or hereafter have against the Released Partiesrelate to, if any, irrespective of whether any such claims arise out of contractor otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith; or (ii) any aspect of the dealings or relationships between or among the Borrowers, tort, violation of law or regulations, or otherwiseon the one hand, and that arise from any Loansor all of the Credit Parties, on the exercise other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by any Borrower of any rights and remedies under the Credit Agreement Advances or other Loan Documentsfinancial accommodations made by any Credit Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts existing on or prior to the date of receipt of any such Advances or other financial accommodations. In entering into this Amendment, each Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or negotiation for and execution omissions or the accuracy, completeness or validity thereof. The provisions of this Section 10 shall survive the termination of this Amendment, includingthe Credit Agreement, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest the other Loan Documents and payment in excess full of the highest lawful rate applicableAdvances.

Release. The Administrative Borrower (In consideration of the agreements of Agent and Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Parties) Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledges and agrees that no Loan Party has any defenseacknowledged, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative each Borrower (on behalf of itself and its successors, assigns, and other legal representatives (the Loan “Releasing Parties) hereby voluntarily ”), hereby, jointly and knowingly releases severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent, the Lenders Agent and each of Lender, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneys, agents and other representatives and their respective successors and assigns (collectivelyAgent, each Lender and all such other parties being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever (individually, whether a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which any case originating in whole or in part on or before the date this amendment is executed that any Loan Releasing Party may now or hereafter own, hold, have or claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights nature, cause or thing whatsoever which arises at any time on or prior to the day and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingin relation to, without limitationor in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, this Amendment and the other Loan Documents. Each Releasing Party 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. It is the intention of the Releasing Parties that the above release shall be effective as a full and final release of each and every matter specifically and generally referred to above clause (a). Each Releasing Party acknowledges and represents that it has been advised by independent legal counsel with respect to the agreements contained herein and with respect to 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 THE SETTLEMENT WITH THE DEBTOR OR RELEASEE.” Each Releasing Party, being aware of said code section, expressly waives on its own behalf and on behalf of those for which such Releasing Party is giving the release, any contracting forand all rights either may have thereunder, chargingas well as under any other statute or common law principle of similar effect, taking, reserving, collecting or receiving interest in excess with respect to any of the highest lawful rate applicablematters released herein. This release shall act as a release of all included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein.

Release. The Administrative Borrower (on behalf of the Loan Parties) Each Obligor hereby acknowledges and agrees that no Loan Party that, as of the date hereof: (a) neither it nor any of its Subsidiaries has any defense, counterclaim, offset, cross-complaint, claim or demand cause of action against Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any kind of the foregoing) under or nature whatsoever that can be asserted pursuant to reduce or eliminate all the Loan Agreement or any part other Loan Document and (b) Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Obligors and all of their Subsidiaries under or pursuant to the Loan Agreement and any other Loan Document. Notwithstanding the foregoing, Agent and the Lenders wish (and the Obligors agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Obligor (for itself and its liability to repay Subsidiaries and the obligations or to seek affirmative relief or damages successors, assigns, heirs and representatives of any kind or nature from each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge Agent or and the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders together with their respective Affiliates, and each of their respective predecessorsthe directors, officers, employees, agents, employees, attorneys, successors attorneys and assigns consultants of each of the foregoing (collectively, the “Released Parties”) ), from any and all possible debts, claims, demandsallegations, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Credit Agreement Amendment Effective Date directly arising out of, connected with or other Loan Documents, and/or negotiation for and execution of related to this Amendment, includingthe Loan Agreement or any other Loan Document, without limitationor any act, event or transaction related or attendant thereto, or the agreements of Agent or any contracting forLender contained therein, chargingor the possession, takinguse, reserving, collecting operation or receiving interest in excess control of any of the highest lawful rate applicableassets of any Obligor, or the making of any Terms Loans or other advances, or the management of such Term Loans or other advances or the Collateral (collectively, the “Released Claims”). Each Obligor represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party which would constitute a Released Claim or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a Released Claim by any Releasor against any Released Party which would not be released hereby.

Release. The Administrative Borrower (In consideration of the agreements set forth in this Agreement, effective as of the Effective Time, Parent hereby, on behalf of itself and its Affiliates (including Purchaser, and, from and after the Loan Parties) hereby acknowledges Effective Time, the Company and agrees that no Loan Party has any defenseits Subsidiaries), counterclaimsuccessors and assigns (the “Releasors”), offsetunequivocally, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily unconditionally and knowingly irrevocably releases and forever discharges the AgentStockholder and its Affiliates, the Lenders and each of their respective predecessorsshareholders, agentspartners, members, officers, directors, employees, attorneysadvisors, agents, successors and assigns (collectively, the “Released PartiesReleasees”) ), from any and all possible claims, demands, actions, causes of action, choses in action, cases, claims, suits, debts, dues, damages, costsjudgments and liabilities, expenses and liabilities of any nature whatsoever, in Law, at equity or otherwise, whether direct, derivative or otherwise, which have been asserted against a Releasee or which, whether currently known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedfixed or contingent, contingent and whether or conditionalnot concealed or hidden, the Releasors ever could have asserted or at law or in equityever could assert, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Partiescapacity whatsoever, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, as shareholder or otherwise, and that arise from any Loanseither for itself or as an assignee, the exercise heir, executor, trustee, administrator, successor or otherwise for or on behalf of any rights other Person, against the Releasees, arising out of or relating to any acts, omissions, claims, transactions or occurrences whatsoever, up to and remedies under including the Credit Effective Time, including in connection with the transactions contemplated by the Merger Agreement (the “Released Claims”); and the Releasors hereby unequivocally, unconditionally and irrevocably agree not to initiate proceedings with respect to, or other Loan Documentsinstitute, and/or negotiation for and execution of this Amendment, including, without limitationassert or threaten to assert, any contracting forReleased Claim. Parent shall not make, charging, taking, reserving, collecting or receiving interest in excess and shall not permit any of the highest lawful rate applicableReleasors to make, any claim or demand, or commence any action, claim, suit or proceeding asserting any claim or demand, including any claim of contribution or any indemnification, against any Releasee.

Release. The Administrative Borrower (on behalf of Releasor hereby irrevocably and unconditionally releases the Loan Parties) hereby acknowledges Company and agrees that no Loan Party has any defenseits past, counterclaimpresent and future officers, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessorsdirectors, agents, consultants, employees, attorneysrepresentatives, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Released Parties”) ), of and from all possible claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, expenses remedies, reckonings, extents, responsibilities, liabilities, suits, and liabilities whatsoeverproceedings of whatsoever kind, whether nature, or description, direct or indirect, vested or contingent, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedin contract, contingent or conditionaltort, law, equity, or at law otherwise, under the laws of any jurisdiction, that the Releasor or in equityhis predecessors, in any case originating in whole legal representatives, successors or in part on or before the date this amendment is executed that any Loan Party may assigns, ever had, now has, or hereafter have can, shall, or may have, against the Released Parties, if anyincluding but not limited to the Owed Amount, irrespective for, upon, or by reason of whether any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Release (“Claims”). The Releasor understands that this Release releases claims that the Releasor may not know about. This is the Releasor’s knowing and voluntary intent, even though the Releasor recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Release. The Releasor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company and/or the Owed Amount with respect to all of the claims arise out released herein arising from the beginning of contract, tort, violation the world up to and including the date of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, Release (whether known or unknown to it and including any contracting for, charging, taking, reserving, collecting continuing effects of any acts or receiving interest in excess practices prior to the date of execution of this Release). The Releasor acknowledges that he is not entitled to any other payments or benefits of any kind from the highest lawful rate applicableCompany.

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that no a. Each Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the AgentAgents, the Lenders and each of their respective predecessorsparents, subsidiaries and affiliates, past or present, and each of them, as well as each of Agents’ and Lenders’ directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and assigns all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated, and each of them (collectively, the “Released PartiesReleasees”) ), from and against any and all possible claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of actionaction in law or equity, obligations, controversies, debts, costs, expenses, damages, costsjudgments, expenses orders and liabilities whatsoeverof whatever kind or nature in law, equity or otherwise, whether known or unknown, anticipated fixed or unanticipatedcontingent, suspected or unsuspectedunsuspected by any Loan Party, fixedand whether concealed or hidden (collectively, contingent or conditional“Claims”), or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that which any Loan Party may now owns or hereafter have against the Released Partiesholds or has at any time heretofore owned or held, if any, irrespective of whether any such claims which are based upon or arise out of contractor in connection with any matter, tortcause or thing existing at any time prior to the date hereof or anything done, violation omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Financing Agreement, the other Loan Documents or this Amendment (collectively the “Released Matters”). Each Loan Party represents, warrants and agrees that in executing and entering into this release, they are not relying and have not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment or the Loan Documents. Each Loan Party has reviewed this release with the Loan Parties’ legal counsel, and understands and acknowledges the significance and consequence of law this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or regulationsembodied therein may turn out hereafter to be other than, different from, or otherwisecontrary to the facts now known to any Loan Party or believed by any Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and that arise from any Loansshall not be subject to termination, the exercise modification or rescission by reason of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest such difference in excess of the highest lawful rate applicablefacts.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges acknowledged, each Credit Party hereby, for itself and agrees that no Loan Party has any defenseits successors and assigns, counterclaimfully and without reserve, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agenteach Secured Party, the Lenders its respective successors and each of their respective predecessorsassigns, agentsofficers, directors, employees, representatives, trustees, attorneys, successors agents and assigns affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, known or unknown, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Effective Date and are in any way directly or indirectly arising out of or in any way connected to any of this Agreement, the Credit Agreement, any other Credit Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released PartiesMatters”) from ). Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 12 are intended to cover and be in full satisfaction for all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated any alleged injuries or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or damages arising in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against connection with the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, Matters herein compromised and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablesettled.

Release. The Administrative Borrower (In further consideration of the execution by the Holders of this Amendment Agreement, the Company, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part each of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf Subsidiaries and Affiliates, and all of the Loan Parties) successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby voluntarily completely, voluntarily, knowingly, and knowingly unconditionally releases and forever discharges each of the Agent, the Lenders Holders and each of their respective predecessorsadvisors, agents, professionals and employees, attorneys, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “Released PartiesReleasees”) ), from any and all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwisesuits, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendmentliabilities, including, without limitation, any contracting so-called “lender liability” claims or defenses (collectively, “Claims”), whether arising at law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, chargingupon or by reason of any matter, takingcause or thing whatsoever from time to time occurring on or prior to the date hereof, reservingin any way concerning, collecting relating to, or receiving interest in excess arising from (a) any of the highest lawful rate applicableReleasors, (b) the Note Purchase Agreement, the Notes, the Subsidiary Guaranty or any of the other agreements, documents, or instruments executed and delivered in connection therewith, or any of the obligations thereunder, (c) the financial condition, business operations, business plans, prospects or creditworthiness of the Company, and/or (d) the negotiation, documentation and execution of this Amendment Agreement and any documents relating hereto. The Company, on behalf of itself and the other Releasors, hereby acknowledges that they collectively have been advised by legal counsel of the meaning and consequences of this release.

Release. The In consideration for the accommodations provided pursuant to this Amendment, and acknowledging that the Administrative Agent and Lenders 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 receipt and sufficiency of which is hereby acknowledged, each Borrower (on behalf of the Loan Parties) Party hereby acknowledges and agrees that no Loan Party has any defensereleases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the Agent, Administrative Agent and the Lenders and each of their respective predecessorsagents, agentsservants, employees, directors, officers, attorneys, accountants, consultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (collectively, the “Released Parties”) from any and all possible claims, damages, losses, demands, actionsliabilities, obligations, actions and causes of actionaction whatsoever (whether arising in contract or in tort, damages, costs, expenses and liabilities whatsoeverwhether at law or in equity), whether known or unknown, anticipated matured or unanticipatedcontingent, suspected liquidated or unsuspected, fixed, contingent or conditional, or at law or in equityunliquidated, in any case originating way arising from, in whole connection with, or in part on any way concerning or before relating to the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any LoansCredit Agreement, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for any dealings with any of the 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 each Borrower Party after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to such Borrower’s execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablerelease.

Release. The Administrative Borrower Company, the Guarantor and the Pledgor (on behalf of collectively, the Loan “Releasing Parties”) hereby acknowledges and agrees that no Loan Party has any defenserelease, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquit and forever discharges discharge the AgentTrustee, the Lenders Holders, and each their respective investment advisors and Affiliates, and any of their and their investment advisors’ and Affiliates’ respective predecessorsofficers, directors, agents, employees, attorneys, consultants, or representatives, or any of the respective predecessors, successors and or assigns of any of the foregoing (collectively, the “Released Parties”) from and against any and all possible claims, demands, manner of actions, causes of action, suits, debts, controversies, damages, costsjudgments, expenses executions, claims (including, without limitation, crossclaims, counterclaims and liabilities rights of set-off and recoupment) and demands whatsoever, whether known or unknown, anticipated whether asserted or unanticipatedunasserted, suspected in contract, tort, law or unsuspectedequity, fixedwhich any Releasing Party may have against any of the Released Parties by reason of any action, contingent failure to act, matter or conditionalthing whatsoever arising from or based on facts occurring on or prior to the date hereof that relate to the Indenture, the Loan Agreement, the Guaranty, the Equity Pledge and Security Agreement, the Limited Waiver and First Supplemental Indenture, the Limited Waiver and Second Supplemental Indenture, this Third Supplemental Indenture, the Second Amendment to the Liquidity Reserve Escrow Agreement, the other Financing Documents or Bond Documents or the transactions contemplated thereby or hereby (except to the extent arising from the willful misconduct or gross negligence of any Released Parties), including but not limited to any such claim or defense to the extent that it relates to (a) any covenants, agreements, duties or obligations set forth in the Indenture, the Loan Agreement, the Guaranty, the Equity Pledge and Security Agreement, the Limited Waiver and First Supplemental Indenture, the Limited Waiver and Second Supplemental Indenture, this Third Supplemental Indenture, the Purchase Agreement, or the other Financing Documents or Bond Documents, or (b) any actions or omissions of any of the Released Parties in connection with the initiation or continuing exercise of any right or remedy contained in the Indenture, the Loan Agreement, the Guaranty, the Equity Pledge and Security Agreement, the Limited Waiver and First Supplemental Indenture, the Limited Waiver and Second Supplemental Indenture, this Third Supplemental Indenture, or the other Financing Documents or Bond Documents or at law or in equityequity with respect to the Indenture, in any case originating in whole or in part on or before the date Loan Agreement, the Guaranty, the Equity Pledge and Security Agreement, the Limited Waiver and First Supplemental Indenture, the Limited Waiver and Second Supplemental Indenture, this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsThird Supplemental Indenture, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement other Financing Documents or other Loan Bond Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.

Release. The Administrative Borrower (a) Upon the Reinsurer’s payment of the Commutation Amount to the Company, the Company, on behalf of the Loan Parties) itself and its shareholders, parents, affiliates and subsidiaries, and their respective officers, directors, and employees, hereby acknowledges irrevocably and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly unconditionally releases and forever discharges the AgentReinsurer, the Lenders its parents, subsidiaries and each of affiliates, and their respective predecessors, successors, assigns, officers, directors, agents, employees, attorneysshareholders, successors representatives, and assigns (collectively, the “Released Parties”) attorneys from any and all possible claims, demands, present and future actions, causes of action, suits, debts, liens, contracts, rights, agreements, obligations, promises, liabilities, claims, counterclaims, demands, damages, costscontroversies, losses, costs and expenses (including attorneys’ fees and liabilities costs actually incurred) of any kind, character, description or nature whatsoever, whether known or unknown, anticipated unknown to either or unanticipatedboth Parties, suspected or unsuspected, fixedreported or unreported, contingent fixed or conditionalcontingent, which the Company now has, owns or holds or claims to have, own, or hold, or at any time heretofore had, owned, or held or claimed to have had, owned, or held, or may hereafter have, own, or hold or claim to have, own, or hold, arising out of conduct or matters occurring on, prior to or subsequent to the Effective Date, against the Reinsurer, arising directly or indirectly out of, based upon, or in any way related to or in connection with the Reinsurance Agreement and/or the individual risk cessions thereunder, whether grounded in law or in equity, or sounding in any case originating in whole tort or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, contract or otherwise; provided, and however, that arise from any Loansthe provisions of this Article II(a) shall not discharge obligations of the Reinsurer, which have been undertaken or imposed by the exercise express terms of any rights and remedies under the Credit this Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableMaster Transaction Agreement (including the Ancillary Agreements).

Release. The Administrative Borrower Effective as of the Closing, Seller, on behalf of itself and its Affiliates (other than the Companies), hereby releases, acquits and forever discharges the Companies, and Purchaser, on behalf of each Company, hereby releases, acquits and forever discharges Seller and its Affiliates (Seller and its Affiliates (other than the Companies), and Purchaser on behalf of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenseCompanies, counterclaimin each case, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted in such Person’s capacity as a releasing party pursuant to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agentforegoing, the Lenders “Releasing Parties”, and the Companies, and Seller and its Affiliates, in each of their respective predecessorscase, agents, employees, attorneys, successors and assigns (collectivelyin such Person’s capacity as a released party pursuant to the foregoing, the “Released Parties”) ), from and against any and all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoeverDamages, whether known or unknown, anticipated which the Releasing Parties have or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter come to have against the Released Parties, if anywhether directly, irrespective of whether any such claims arise out of contractindirectly or derivatively, tortin each case arising prior to the Closing Date and relating to the Affiliate Transactions, violation of law the Acquired Membership Interests, the Company Assets or regulationsthe Company Businesses, or otherwiseto Seller and its Affiliates to the extent relating to the Companies, and that arise from any Loansin each case, the exercise of any rights and remedies under the Credit Agreement or other Loan DocumentsWHETHER OR NOT THE LIABILITIES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, and/or negotiation for and execution of this AmendmentSOLE, includingACTIVE, without limitationPASSIVE, any contracting forCONCURRENT OR COMPARATIVE NEGLIGENCE, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableSTRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY RELEASED PARTY; PROVIDED THAT THE FOREGOING RELEASE SHALL NOT COVER ANY DAMAGES FOR WHICH THE RELEASING PARTY IS ENTITLED TO AN INDEMNITY PURSUANT TO ARTICLE 11.

Release. The Administrative Borrower Sellers, for each of themselves, and any of their respective Subsidiaries (on behalf of other than the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenseCompanies), counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentssuccessors, assigns, and past and present stockholders, members, partners, managers, directors, officers, employees, attorneysagents, successors and assigns other representatives (collectively, the “Releasors”), hereby forever fully and irrevocably release and discharge Buyer, each Company, each of their respective Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders, members, partners, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all possible actions, suits, claims, demands, actionsdebts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, or otherwise (including, claims for damages, costs, expenses expense, and liabilities whatsoeverattorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedunanticipated as well as anticipated (collectively, contingent the “Released Claims”), and hereby irrevocably agree to refrain from directly or conditionalindirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or at law or in equityproceeding of any kind, in any case originating in whole or in part on court or before any tribunal, against any Released Party based upon any Released Claim. Notwithstanding the date preceding sentence of this amendment is executed that any Loan Party may now or hereafter have against the Section 4.4, “Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwiseClaims” does not include, and that arise from any Loansthe provisions of this Section 4.4 shall not release or otherwise diminish, the exercise obligations of any rights and remedies Party set forth in or arising under the Credit any provisions of this Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableAncillary Agreements.

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that no Each Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the AgentAgents, the Lenders and each of their respective predecessorsparents, subsidiaries and affiliates, past or present, and each of them, as well as each of Agents’ and Lenders’ directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and assigns all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated, and each of them (collectively, the “Released PartiesReleasees”) ), from and against any and all possible claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of actionaction in law or equity, obligations, controversies, debts, costs, expenses, damages, costsjudgments, expenses orders and liabilities whatsoeverof whatever kind or nature in law, equity or otherwise, whether known or unknown, anticipated fixed or unanticipatedcontingent, suspected or unsuspectedunsuspected by any Loan Party, fixedand whether concealed or hidden (collectively, contingent or conditional“Claims”), or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that which any Loan Party may now owns or hereafter have against the Released Partiesholds or has at any time heretofore owned or held, if any, irrespective of whether any such claims which are based upon or arise out of contractor in connection with any matter, tortcause or thing existing at any time prior to the date hereof or anything done, violation omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Financing Agreement, the other Loan Documents or this Amendment (collectively the “Released Matters”). Each Loan Party represents, warrants and agrees that in executing and entering into this release, they are not relying and have not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment or the Loan Documents. Each Loan Party has reviewed this release with the Loan Parties’ legal counsel, and understands and acknowledges the significance and consequence of law this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or regulationsembodied therein may turn out hereafter to be other than, different from, or otherwisecontrary to the facts now known to any Loan Party or believed by any Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and that arise from any Loansshall not be subject to termination, the exercise modification or rescission by reason of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest such difference in excess of the highest lawful rate applicablefacts.

Release. The Administrative (a) Effective on the date hereof, each of Borrower (and, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, and agrees that no Loan Party has officers, directors, employees, agents and attorneys, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) of, or claiming through such Person, hereby voluntarily and knowingly releases waives, releases, remises and forever discharges each member of the AgentLender Group, the Lenders each of their respective Affiliates, and each of their respective predecessorssuccessors in title, agentspast, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other persons and entities to whom any member of the Lender Group or their respective Affiliates would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich Borrower ever had from the beginning of the world, contingent or conditionalnow has, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or might hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contractReleasee which relates, tortdirectly or indirectly to the Loan Agreement, violation of law or regulationsany other Loan Document, or otherwise, and that arise from to any Loans, the exercise acts or omissions of any rights and remedies under such Releasee with respect to the Credit Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, and/or negotiation except for the duties and execution of obligations set forth in this Amendment. As to each and every claim released hereunder, includingBorrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, without limitationand having been so advised, any contracting for, charging, taking, reserving, collecting or receiving interest in excess specifically waives the benefit of the highest lawful rate applicableprovisions 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.”

Release. The Administrative (a)In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower (and each Obligor, on behalf of itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Borrower, each Obligor and all such other Persons being hereinafter referred to collectively as the Loan "Releasing Parties) " and individually as a "Releasing Party"), hereby acknowledges absolutely, unconditionally and agrees that no Loan Party has any defenseirrevocably releases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the Agent, the Lenders each Lender, and each of their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, employeeslegal representatives and other representatives (Agent, attorneysLenders and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), successors of and assigns (collectively, the “Released Parties”) from any and all possible claims, demands, actions, causes of action, damagessuits, costsdamages and any and all other claims, expenses counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever (individually, whether a "Claim" and collectively, "Claims") of every kind and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in which any case originating in whole Releasing Party or in part on any of its successors, assigns, or before the date this amendment is executed that any Loan Party other legal representatives may now or hereafter own, hold, have or claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights and remedies under circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any contracting forway in connection with this Agreement, chargingthe Loan Agreement, taking, reserving, collecting any of the other Loan Documents or receiving any of the transactions hereunder or thereunder. Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in excess of any Claims against any Releasee prior to the highest lawful rate applicabledate hereof.

Release. The Administrative Borrower (Company, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) each of its predecessors, successors, parents, subsidiaries, shareholders, and affiliated and/or related companies, and each of its respective present and former officers, directors, shareholders, employees, representatives, business entities, executors, administrators, conservators, assignors and assignees, hereby knowingly and voluntarily and knowingly releases fully and forever discharges the Agentabsolutely and irrevocably waive, the Lenders release and discharge Investor and its predecessors, successors, parents, subsidiaries, and affiliated and/or related companies and entities, and each of their respective predecessorspresent and former officers, directors, shareholders, partners, members, employees, representatives, agents, employees, attorneys, successors advisors, business entities, executors, administrators, conservators, assignors and assigns (collectivelyassignees and all parties acting through, the “Released Parties”) under or in concert with them, and each of them, in their individual and representative capacities, from any and all possible claims, charges, complaints, grievances, demands, liens, actions, suits, causes of action, damagesobligations, controversies, debts, costs, expenses indemnity, attorneys' fees, expenses, damages, judgments, orders, and liabilities whatsoeverof whatever kind and/or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, which have existed or may have existed, or which do exist or which hereafter can, shall or may exist as of the date this Amendment is executed, including without limitation any that are based upon, connected with, or otherwise arising out of or in any way relating to the Transaction Documents. Company expressly waives and relinquishes, to the fullest extent permitted by law, the provisions, rights and benefits conferred by any law that would limit the scope of the release provided above. Company acknowledges that it may hereafter discover facts in addition to or different from those that it now knows to be true with respect to the subject matters of the claims released herein, and hereby stipulates and agrees that it has fully, finally, and forever settled and released any and all such claims, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditionalnon-contingent, concealed or at law hidden, which now exist or in equity, in heretofore existed upon any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation theory of law or regulations, equity now existing or otherwise, and that arise from any Loans, coming into existence in the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, includingfuture, without limitation, any contracting for, charging, taking, reserving, collecting regard to the discovery or receiving interest in excess existence of the highest lawful rate applicablesuch different or additional facts.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges acknowledged, each Credit Party hereby, for itself and agrees that no Loan Party has any defenseits successors and assigns, counterclaimfully and without reserve, offsetreleases, cross-complaintacquits, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agenteach Secured Party, the Lenders its respective successors and each of their respective predecessorsassigns, agentsofficers, directors, employees, representatives, trustees, attorneys, successors agents and assigns affiliates (collectively, collectively the “"Released Parties”" and individually a "Released Party") from any and all possible actions, claims, demands, actions, causes of action, damagesjudgments, executions, suits, liabilities, costs, damages, expenses or other obligations of any kind and liabilities nature whatsoever, whether known or unknowndirect and/or indirect, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may whether now existing or hereafter have against asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the "Released Claims"), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, if anyin each case, irrespective on or prior to the effective date of whether this Amendment and are in any such claims arise way directly or indirectly arising out of contractor in any way connected to any of this Amendment, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or any other Loan DocumentsDocument (collectively, the "Released Matters"). In entering into this Amendment, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or negotiation for and execution omissions or the accuracy, completeness or validity hereof. The provisions of this Section 10 shall survive the termination of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest the Credit Agreement and the other Credit Documents and payment in excess full of the highest lawful rate applicableObligations.

Release. The Administrative Borrower (on behalf of the Loan Parties) Each Credit Party hereby acknowledges and agrees that no Loan Party that: (a) neither it nor any of its Subsidiaries has any defense, counterclaim, offset, cross-complaint, claim or demand cause of action against any kind or nature whatsoever that can be asserted to reduce or eliminate all Noteholder (or any part of their respective Affiliates, directors, officers, employees, agents, attorneys or consultants or any of the foregoing) in connection with the Transaction Documents and (b) each Noteholder has heretofore properly performed and satisfied in a timely manner all of its liability obligations to repay the obligations Credit Parties, and all of their Subsidiaries and Affiliates, under the Note Purchase Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Noteholders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or to seek affirmative relief circumstances would impair or damages of otherwise adversely affect any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan PartiesNoteholders’ rights, interests, security and/or remedies under the Note Purchase Agreement and the other Transaction Documents. Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, each of the Credit Parties (in each case, for itself and its Subsidiaries and Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release, waive and forever discharges the Agent, the Lenders discharge each Noteholder and each of their respective predecessorsAffiliates, directors, officers, employees, agents, employees, attorneys, successors attorneys and assigns consultants of each of the foregoing (collectively, the “Released Parties”) from any and all possible debts, claims, demandsallegations, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, in each case, on or prior to the Effective Date directly arising out of, connected with or related to this Agreement, the exercise Note Purchase Agreement or any other Transaction Document, or any act, event or transaction related or attendant thereto, or the agreements of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableNoteholder contained therein.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges and agrees that no acknowledged, each Loan Party has any defensehereby, counterclaimfor itself and its successors and assigns, offsetfully and without reserve, cross-complaintreleases, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquits, and forever discharges each Lender, the Administrative Agent, each Issuing Bank, the Lenders Collateral Agent and each of their respective predecessorssuccessors and permitted assigns, agentsofficers, directors, employees, representatives, trustees, attorneys, successors agents and assigns affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “Released PartiesClaims”) from all possible claims), demandsfor or because of any matters or things occurring, actionsexisting or actions done, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditionalomitted to be done, or at law or in equity, in suffered to be done by any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against of the Released Parties, if anyin each case, irrespective of whether on or prior to the date hereof and are in any such claims arise way directly or indirectly arising out of contract, tort, violation of law or regulations, or otherwise, and that arise from in any Loans, the exercise of way connected to any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitationthe Credit Agreement, any contracting forother Loan Document, charging, taking, reserving, collecting or receiving interest in excess any of the highest lawful rate applicabletransactions contemplated hereby or thereby (collectively, the “Released Matters”); provided that, for the avoidance of doubt, it is understood and agreed by the parties hereto with respect to the Released Claims and the Released Matters that no Loan Party is releasing, acquitting, waiving or discharging any defenses to expense reimbursement obligations or indemnification obligations that such Loan Party may have, to the extent such defenses are expressly provided in Sections 10.04 of the Credit Agreement. Each Loan Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 14 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. Each Loan Party hereby further agrees that it will not xxx any Released Party on the basis of any Released Claim released, remised and discharged by the Loan Parties pursuant to this Section 14. In entering into this Amendment, each Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 14 shall survive the occurrence of the termination of this Amendment, the Credit Agreement and the other Loan Documents and payment in full of the Obligations.

Release. The In consideration of the agreements of the Administrative Borrower (Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no its successors, assigns, and other legal representatives (each Loan Party has any defenseand all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), counterclaimhereby absolutely, offsetunconditionally and irrevocably releases, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the Administrative Agent, the Lenders Collateral Agent and each of the Lenders, and their respective successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, consultants, advisors, employees, attorneys, successors agents and assigns other representatives (collectivelythe Administrative Agent, the Collateral Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from all possible claims, demands, actions, causes of action, damagessuits, costscontroversies, expenses reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever (individually, whether a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which any case originating in whole or in part on or before the date this amendment is executed that any Loan Party Releasor may now own, hold, have or hereafter claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingin any way related to or in connection with the Existing Credit Agreement, without limitation, the Amended Credit Agreement or any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableother Loan Documents or transactions thereunder or related thereto. Each Loan Party 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. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Release. The Administrative Borrower (on behalf of the Loan Parties) Each Credit Party hereby acknowledges and agrees that no Loan Party that: (i) neither it nor any of its Subsidiaries has any defense, counterclaim, offset, cross-complaint, claim or demand cause of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from action against the Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and (ii) the Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit Parties and their Subsidiaries under the Credit Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent's and the Lenders' rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents. The Administrative Borrower (on behalf Accordingly, for and in consideration of the Loan Partiesagreements contained in this Amendment and other good and valuable consideration, each Credit Party (for itself and its Subsidiaries and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release and forever discharges discharge the Agent, the Lenders each Lender and each of their respective predecessorsAffiliates, agentsofficers, directors, employees, attorneys, successors consultants and assigns agents in their capacities as the Agent or any Lender (collectively, the “"Released Parties”") from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys' fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under act, omission or thing whatsoever done or omitted to be done on or prior to the Ninth Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any other Loan DocumentsDocument, and/or negotiation for and execution of this Amendmentor any act, includingevent or transaction related or attendant thereto, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess the agreements of the highest lawful rate applicable.Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Ninth Amendment Effective Date. Section 5

Release. The Administrative Borrower (on behalf of the Each Loan Parties) Party hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties and their Affiliates under the Financing Agreement and the other Loan Documents that no are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Fourth Amendment and other good and valuable consideration, each Loan Party has any defense(for itself and its Affiliates and the successors, counterclaimassigns, offset, cross-complaint, claim or demand heirs and representatives of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf each of the Loan Partiesforegoing) (collectively, the "Releasors") does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release and forever discharges the discharge each Agent, the Lenders each Lender and each of their respective predecessorsAffiliates, agentsofficers, directors, employees, attorneys, successors consultants and assigns agents (collectively, the “"Released Parties”") from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys' fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor 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 Fourth Amendment Effective Date directly arising out of, connected with or related to this Fourth Amendment, the exercise Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any rights and remedies under Agent or any Lender contained therein, or the Credit Agreement possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other Loan Documentsadvances, and/or negotiation for and execution or the management of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting such Loans or receiving interest in excess of advances or the highest lawful rate applicableCollateral.

Release. The Administrative Borrower (on behalf a) TRT, for itself and the TRT Controlled Parties, and the assigns and successors, past and present, of any of the Loan Partiesforegoing (each individually, a “TRT Releasing Party”) does hereby acknowledges expressly, absolutely and agrees that no Loan forever fully release and discharge the Company and each Affiliate, officer, director, stockholder, agent, employee, attorney, assign, predecessor, and successor, past and present, of the Company (each individually, a “Company Released Party”) from, and forever fully releases and discharges each Company Released Party has of, any defenseand all rights, counterclaimclaims, offsetwarranties, cross-complaintdemands, claim or demand debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses, and causes of action (“Claims”) of any kind or nature whatsoever that can be asserted to reduce (including those arising under contract, statute or eliminate all common law and whether federal, state, or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoeverlocal in nature), whether known or unknown, anticipated contingent or unanticipatedabsolute, suspected or unsuspected, fixedarising in respect of or in connection with (1) the Proxy Solicitation, contingent (2) the nomination and election of directors at the 2009 Annual Meeting, (3) the Delaware Litigation and the allegations made therein, (4) the Demand and any issues, requests or conditionaldemands related thereto, and (5) TRT or any TRT Controlled Party being a direct or indirect holder of any Voting Securities or other securities of the Company or any of its Affiliates at any time prior to the date of this Agreement, or being a stockholder or holder of indebtedness of the Company or any of its Affiliates at law or in equityany time prior to the date of this Agreement, in each case that any case originating in whole TRT Releasing Party ever had or in part on or before owned arising at any time prior to the date of this amendment is executed Agreement; provided, however, that the foregoing release does not apply to (x) any Loan Party may now Claim relating to the performance of obligations under this Agreement or hereafter have against for breach of or to enforce this Agreement and (y) any Claims that cannot be waived by law (the Released Claims referred to in clauses (x) and (y) together, the “TRT Excluded Claims”). The Claims released pursuant to this Section 9(a) are referred to herein as “TRT Claims.” TRT, on behalf of itself and the TRT Releasing Parties, if anyhereby acknowledges full and complete satisfaction of, irrespective of whether and irrevocably covenants to refrain from asserting any such claims arise out of contract, tort, violation of law claim or regulationsdemand, or otherwisecommencing, instituting or causing to be commenced, any proceeding of any kind against any Company Released Party based upon any TRT Claim. TRT represents and warrants to the Company that there has been no assignment or other transfer of any interest in any TRT Claim and that arise from any Loansit has full power and right to release, waive and agree never to assert the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableTRT Claims.

Release. The Administrative Borrower (and each Guarantor on behalf of the Loan Parties) hereby themselves and any Person claiming by, through, or under any Borrower and any Guarantor, and each Subsidiary of Borrower and each Guarantor (if any), on behalf of themselves and Persons claiming by, through, or under such Subsidiary, respectively, acknowledges and agrees that they have no Loan Party has any defenseclaim, counterclaim, offsetsetoff, cross-complaint, claim action or demand cause of action of any kind or nature whatsoever that can be asserted to reduce or eliminate ("Claims") against all or any part of its liability to repay the obligations Administrative Agent, the Lenders or to seek affirmative relief or damages any of any kind or nature from the Agent Administrative Agent's or the Lenders. The ' Affiliates, directors, officers, employees, agents, attorneys, financial advisors, legal representatives, successors and assigns (the Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessorsAffiliates, directors, officers, employees, agents, employeesattorneys, attorneysfinancial advisors, legal representatives, successors and assigns are jointly and severally referred to as the "Lender Group"), that directly or indirectly arise out of or are based upon or in any manner connected with any "Prior Event" (collectivelyas defined below), and Borrower and each Guarantor and each Subsidiary of Borrower or any Guarantor hereby release the “Released Parties”) Lender Group from all possible claimsany liability whatsoever should any Claims with respect to any Prior Events that nonetheless exist. As used herein the term "Prior Event" means any transaction, demandsevent, actionscircumstance, causes of action, damages, costs, expenses and liabilities whatsoeverfailure to act or occurrence of any sort or type, whether known or unknown, anticipated which occurred, existed or unanticipatedwas taken prior to the execution of this Agreement and occurred, suspected existed or unsuspectedwas taken in accordance with, fixed, contingent pursuant to or conditional, or at law or in equity, in by virtue of any case originating in whole or in part on or before the date terms of this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any LoansAgreement, the exercise of any rights and remedies under transactions referred to herein, the Credit Agreement and any Loan Document or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, oral or written agreement relating to any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableforegoing, including without limitation any approval or acceptance given or denied.

Release. The Administrative (a) Effective on the date hereof, each of Borrower (and, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, and agrees that no Loan Party has officers, directors, employees, agents and attorneys, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) of, or claiming through such Person, hereby voluntarily and knowingly releases waives, releases, remises and forever discharges the AgentLender, the Lenders each of its Affiliates, and each of their respective predecessorssuccessors in title, agentspast, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other persons and entities to whom the Lender would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich Borrower ever had from the beginning of the world, contingent or conditionalnow has, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or might hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contractReleasee which relates, tortdirectly or indirectly to the Loan Agreement, violation of law or regulationsany other Loan Document, or otherwise, and that arise from to any Loans, the exercise acts or omissions of any rights and remedies under such Releasee with respect to the Credit Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, and/or negotiation except for the duties and execution of obligations set forth in this Amendment. As to each and every claim released hereunder, includingBorrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, without limitationand having been so advised, any contracting for, charging, taking, reserving, collecting or receiving interest in excess specifically waives the benefit of the highest lawful rate applicableprovisions 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.”

Release. The Administrative Alterra and Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenserelease, counterclaimremise, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquit and forever discharges the Agentdischarge Lender, the Lenders and each of their respective predecessorstogether with its employees, agents, employeesrepresentatives, consultants, attorneys, fiduciaries, participants, servants, officers, directors, partners, predecessors, successors and assigns assigns, subsidiary corporations, parent corporations, and related corporate divisions (collectively, all of the “foregoing hereinafter called the "Released Parties”) "), from any and all possible actions and causes of action, judgments, executions, suits, debts, claims, demands, actionsliabilities, causes obligations, damages and expenses of actionany and every character, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipateddirect and/or indirect, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, and in any case originating in whole way directly or indirectly arising out of or in part on or before any way connected to this Agreement, the date this amendment is executed that any Master Loan Party may now or hereafter have against Agreement, the Released PartiesNotes, if anythe Mortgages, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsthe Assignments, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan DocumentsDocument, and/or negotiation for and execution of this Amendment, including, without limitation, or any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicabletransactions associated therewith, or the Mortgaged Properties, including specifically but not limited to claims of usury, REGARDLESS OF WHETHER THE MATTER RELEASED IS THE RESULT OF THE NEGLIGENCE OF ONE OR MORE OF THE RELEASED PARTIES. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart, provided that the counterpart produced must be the counterpart executed by the party against whom enforcement is sought.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges acknowledged, each Obligor hereby, for itself and agrees that no Loan Party has any defenseits successors and assigns, counterclaimfully and without reserve, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agenteach Secured Party, the Lenders its respective successors and each of their respective predecessorsassigns, agentsofficers, directors, employees, representatives, trustees, attorneys, successors agents and assigns affiliates (collectively, collectively the “"Released Parties”" and individually a "Released Party") from any and all possible actions, claims, demands, actions, causes of action, damagesjudgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and liabilities nature whatsoever, whether known or unknown, anticipated or unanticipateddirect and/or indirect, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may whether now existing or hereafter have against asserted (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, if anyin each case, irrespective of whether on or prior to the Effective Date and are in any such claims arise way directly or indirectly arising out of contractor in any way connected to any of this Agreement, tortthe Credit Agreement, violation of law or regulationsany other Loan Document, or otherwise, and that arise from any Loansof the transactions contemplated hereby or thereby (collectively, the exercise of "Released Matters"). Each Obligor, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 13 are intended to cover and be in full satisfaction for all or any rights and remedies under alleged injuries or damages arising in connection with the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableReleased Matters.

Release. The Administrative Borrower This paragraph shall apply to all Class members except: (a) Class members who timely opt-out of the Class in accordance with Paragraph 21 of this Agreement (including co-owners of the properties to which such opt-out is applicable); and (b) Class members to whom Xxx Energy’s lease offer under Paragraph 11 of this Agreement is ultimately rejected by Xxx Energy on the grounds of Defective Title, which persons shall be deemed to have opted out of the Class for all purposes. Except as provided elsewhere in this Agreement, upon the Effective Date, all Class members not excluded in the preceding sentence, including each of the representative plaintiffs, shall and will, on behalf of the Loan Parties) hereby acknowledges themselves and agrees that no Loan Party has any defensetheir heirs, counterclaimbeneficiaries, offsettrustees, cross-complaintexecutors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessorsrepresentatives, agents, employees, attorneys, successors and assigns (collectively, the “Released Releasing Parties”) ), release, remise, acquit, quitclaim and forever discharge Xxx Energy I, LLC, and Xxx Energy Corporation and each of their parents, subsidiaries, officers, directors, members, shareholders, partners, associates, agents, attorneys, consultants, representatives, successors, assigns and employees of and from any and all possible rights, claims, demands, actionsdamages, liens, causes of action and choses in action, damagesof every kind, costscharacter, expenses and liabilities nature whatsoever, in law or in equity, based upon any federal or state law, statute, common law right of action or otherwise, civil or criminal, administrative or judicial, contract, tort (including, without limitation, fraud and negligence of any kind) or otherwise, which the Releasing Parties ever had, or now have, whether now known or unknown, claimed or unclaimed, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, discovered or undiscovered, accrued or unaccrued, anticipated or unanticipated, suspected contingent or unsuspected, fixed, contingent alleged or conditionallitigated, real or imaginary, for, upon, or at law by reason of any matter, cause or in equity, thing whatsoever related in any case originating way to, based upon or arising out of, directly or indirectly, the oil and gas leases transmitted to the Class members in whole or in part on or before 2008 from the beginning of the world to the date of this amendment is executed Agreement; provided, however, that nothing in this release shall release or affect in any Loan Party may now way any of Defendants’ obligations under this Agreement or hereafter have against any of the Released Partiesrights, if anyduties and obligations that relate to the oil and gas leases that Xxx Energy will offer pursuant to Paragraph 11, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsabove, or otherwisewhich Xxx Energy previously accepted by paying the royalty or bonus amounts to such Class members with respect to other parcels of real estate. The Releasing Parties shall be forever barred from instituting, and that arise from maintaining or prosecuting against any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablereleased parties any of the above released claims.

Release. The Administrative (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower (and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the Loan Parties) "Releasors" and individually as a "Releasor"), hereby acknowledges absolutely, unconditionally and agrees that no Loan Party has any defenseirrevocably releases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the Agent, the Lenders Issuing Bank and each of Lenders, and their respective successors and assigns, and their present and former shareholders, Affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneysagents and other representatives (Agent, successors Issuing Bank, each Lender and assigns (collectivelyall such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), the “Released Parties”) of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoeverwhatsoever (individually, whether a "Claim" and collectively, "Claims") of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which any case originating in whole or in part on or before the date this amendment is executed that any Loan Party Releasor may now or hereafter own, hold, have or claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingin any way related to or in connection with the Credit Agreement, without limitation, or any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableother Loan Documents or transactions thereunder or related thereto.

Release. The Administrative Borrower (on behalf Each of the Loan Borrower and each Guarantor may have certain Claims against the Released Parties) hereby acknowledges and agrees that no Loan Party has any defense, counterclaimas those terms are defined below, offset, cross-complaint, claim regarding or demand of any kind or nature whatsoever that can be asserted relating to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent Credit Agreement or the Lendersother Loan Documents. The Administrative Agent, the Lenders, the Lead Arranger, the Co-Lead Arranger, the Issuing Lender, the Swingline Lender, the Borrower (on behalf and the Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the Loan Parties) Borrower and each Guarantor makes the releases contained in this Section 11. In consideration of the Administrative Agent and the Lenders entering into this Amendment, each of the Borrower and each Guarantor hereby voluntarily fully and knowingly unconditionally releases and forever discharges each of the Administrative Agent, the Lenders Lenders, the Issuing Lender, the Swingline Lender and each of their respective predecessorsdirectors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, employees, attorneysrepresentatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”) ), of and from any and all possible claims, demands, actionsallegations, causes of action, damagescosts or demands and liabilities, costsof whatever kind or nature, expenses and liabilities whatsoeverfrom the beginning of the world to the date on which this Amendment is executed, whether known or unknown, anticipated liquidated or unanticipatedunliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixedanticipated or unanticipated, contingent which the Borrower or conditionalany Guarantor has, or at law or in equityhad, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, if anyor any of them, irrespective occurring prior to the date on which this Amendment is executed, including all such loss or damage of whether any such claims kind heretofore sustained or that may arise out as a consequence of contractthe dealings among the parties up to and including the date on which this Amendment is executed, tort, violation including the administration or enforcement of law or regulations, or otherwise, and that arise from any the Loans, the exercise of any rights and remedies under Obligations, the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableLoan Documents (collectively, all of the foregoing, the “Claims”). Each of the Borrower and each Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Borrower or any Guarantor against the Released Parties which is not released hereby. Each of the Borrower and each Guarantor represents and warrants that the foregoing constitutes a full and complete release of all Claims.

Release. The Administrative Borrower and each Subsidiary Guarantor (each, on behalf of itself and its Subsidiaries and Affiliates) and their respective successors-in-title, legal representatives and assignees and, to the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenseextent the same is claimed by right of, counterclaim, offset, cross-complaint, claim through or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all under the Borrower or any part of its liability Subsidiary Guarantor, for their past, present and future employees, agents, representatives, officers, directors, shareholders, and trustees (each, a “Releasing Party” and collectively, the “Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to repay have forever remised, released and discharged, the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders Collateral Agent and the Lenders, and the Administrative Agent’s, the Collateral Agent’s and each of their Lender’s respective predecessorssuccessors-in-title, legal representatives and assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, attorneysconsultants, successors experts, advisors, attorneys and assigns other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively, collectively hereinafter the “Released Lender Parties”) ), from any and all possible claims, demands, manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, expenses penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, interest or other carrying costs, penalties, legal, accounting and liabilities whatsoeverother professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, anticipated fixed or unanticipatedcontingent, 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, fixednow existing, contingent heretofore existing or conditionalwhich may heretofore accrue against any 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 law or in equity, from any time prior to and including the date hereof in any case originating in whole way, directly or in part on indirectly arising out of, connected with or before relating to this Agreement or any other Loan Document and the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwisetransactions contemplated thereby, and that arise from all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableforegoing.

Release. The Borrowers and the Guarantors hereby reaffirm and ratify the terms of the Release provision set forth in Section 11 of Amendment No. 4, as to any and all acts or inactions of the Lenders and the Administrative Borrower Agent though the Effective Date, and upon the Borrowers’ and the Guarantors’ execution of this Agreement, each such Release is being granted anew by each signatory hereunder upon the execution date of this Agreement (for the avoidance of doubt these Releases are in addition to the Release having already been granted with the execution of Amendment No. 4), and each of the Borrowers and the Guarantors, on behalf of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders themselves and each of their respective predecessorssuccessors, agentslegal representatives and assigns, employeesas well as any other party claiming by, attorneys, successors through or under each such entity (each a “Releasing Party” and assigns (collectively, the “Released Releasing Parties”) hereby release, waive, forever relinquish and agree to hold harmless from and against any and all possible claims, demands, actionsobligations, liabilities and causes of action, damages, costs, expenses and liabilities whatsoeveraction of whatever kind or nature, whether known or unknown, anticipated liquidated or unanticipated, suspected or unsuspected, fixedunliquidated, contingent or conditionalcertain, and asserted or unasserted, which any of the Releasing Parties have, had, or may have or might assert from the beginning of time up through and including the date of execution of this Agreement against the Administrative Agent, the Lenders and/or their respective parents, affiliates, participants, officers, directors, employees, agents, attorneys, accountants, representatives, consultants, successors and assigns, directly or indirectly, which occurred, existed, was taken, permitted or begun at law any time prior to and up to the execution of this Agreement, arising out of, based upon, or in equityany manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort of type, whether known or unknown, including without limitation any and all such claims arising out of or related, in any case originating in whole respect, to the Credit Agreement, any other Loan Document and/or the administration thereof or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsObligations created thereby, or otherwise(ii) any matter related to, and that arise from in any Loansrespect, the exercise of any rights and remedies under foregoing, in each case, prior to the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableAgreement.

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges Each Pledgor consents and agrees that no Loan Party has the Agent and the ------- Secured Creditors may at any defensetime, counterclaimor from time to time, offsetin its discretion (a) renew, cross-complaintextend or change the time of payment, claim and/or the manner, place or demand terms of any kind or nature whatsoever that can be asserted to reduce or eliminate payment of all or any part of its liability the Secured Obligations and (b) exchange, release and/or surrender all or any of the Pledged Collateral, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as the Agent and the Secured Creditors may deem proper, and without notice to repay or further assent from any Pledgor, it being hereby agreed that each Pledgor shall be and remain bound upon this Agreement, irrespective of the obligations value or condition of any of the Pledged Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the relevant Secured Debt Agreement, or any other agreement governing any Secured Obligations. Each Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to seek affirmative relief or damages of making any claim or demand hereunder upon any Pledgor. No act or omission of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, 's part shall in any case originating in whole event affect or in part on or before the date impair this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableAgreement.

Release. The Administrative Borrower (Each Credit Party and Guarantor, in each case on behalf of the Loan Parties) hereby acknowledges itself and, as applicable, such Credit Party’s or Guarantor’s predecessors, successors, successors-in-interest, partners, members, shareholders, managers, directors, officers, heirs, beneficiaries, agents and agrees that no Loan Party has any defenseassigns (each, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily a “Releasing Person” and knowingly releases and forever discharges the Agentcollectively, the Lenders “Releasing Persons”): (i) does hereby forever RELEASE, ACQUIT, REMISE and each of their respective predecessorsFOREVER DISCHARGE Lender and its Affiliates, agentsEquity Interest owners, present and former officers, directors, stockholders, members, managers, employees, attorneys, successors agents and assigns other representatives, and the respective predecessors, successors, successors-in-interest, assigns, heirs, and representatives of each of the foregoing (each, a “Releasee” and collectively, the “Released PartiesReleasees”) from any and all possible claims, demands, actions, causes of action, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, costsjudgments, expenses extents, executions, rights, claims, demands, liabilities, losses, rights to reimbursement, subrogation, indemnification or other payment, costs or expenses, and liabilities reasonable attorneys’ fees, whether in law or in equity, of any nature whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedfixed or contingent, contingent and whether representing a past, present or conditionalfuture obligation of the Releasees, or at law or in equityany of them, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party of the Releasing Persons ever had from the beginning of time, may now have or hereafter can, may or shall have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsReleasees, or otherwiseany of them, and that arise from any Loans, which have arisen or accrued prior to or as of the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingin each case to the extent in any way relating to or arising out of or in connection with: (a) any of the Obligations or the Loan Documents; (b) any of the transactions consummated under any of the Loan Documents; (c) the making of any Loan or the use of the proceeds thereof; (d) the Collateral; (e) the exercise by Lender of any right or remedy under or with respect to the Loan Documents, without limitationthe Obligations, or the Collateral; (f) the conduct of the relationship between or among the Lender and any one or more of the Credit Parties or Guarantor; (g) fraud, dominion, control, alter ego, instrumentality, misrepresentation, NEGLIGENT MISREPRESENTATION, duress, coercion, undue influence, interference, NEGLIGENCE OR GROSS NEGLIGENCE, business interruption or lost profits, slander, libel or damage to reputation; (h) estoppel, promissory estoppel or waiver; (i) usury or penalty or damages therefor, from any advances or loans, or from the contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.rate; (j) intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with governance or prospective business advantage, or mistake; (k) any act, failure to act, event, omission, transfer, payment or transaction occurring on or prior to the date of this Amendment; (l) any fee, penalty or payment charged or paid under or in connection with the Loan Documents or this Amendment; or (m) the negotiation of this Amendment and any Loan Documents (each a “Claim” and collectively, “Claims”) and (ii) does hereby agree and covenant not to assert or prosecute against any or all of the Releasees any Claims. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [The remainder of this page is intentionally left blank]

Release. The Administrative Borrower (In consideration of the agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors and assigns, and its present and former members, affiliates, employees, agents, officers, directors, shareholders, legal representatives and other representatives (each, a "Releasing Party" and collectively, the Loan "Releasing Parties) "), does hereby acknowledges remise, release and agrees that no Loan Party has any defensedischarge, counterclaimand shall be deemed to have forever remised, offset, cross-complaint, claim or demand released and discharged each of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their Lender's respective predecessorssuccessors and assigns, and past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, attorneysconsultants, successors experts, advisors, attorneys and assigns other professionals and all other persons and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively, collectively hereinafter the “"Released Parties”) "), of and from any and all possible manner of action and actions, cause and causes of action, claims, demands, actionssuits, causes damages and any and all other claims, counterclaims, defenses, rights of actionsetoff, damages, costs, expenses demands and liabilities whatsoeverwhatsoever (each, a "Claim" and collectively, the "Claims") of every kind and nature, whether in law, equity or otherwise, known or unknown, anticipated fixed or unanticipatedcontingent, joint and/or several, secured or unsecured, liquidated or unliquidated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in which any case originating in whole or in part on or before the date this amendment is executed that any Loan Releasing Party may now or hereafter own, hold, have or claims to have against the Released Parties, if any, irrespective of whether any in their capacities as such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Finance Documents, and/or negotiation for for, upon, or by reason of any circumstance, action, fact, event or omission or other matter occurring at or from any time prior to and execution of including the Amendment Effective Date in any way arising out of, connected with or relating to this Amendment, includingthe Waiver and Forbearance Agreement, without limitationthe Credit Agreement, any contracting forother Finance Document and the transactions contemplated thereby or hereunder; provided, charginghowever, takingthat no Released Party shall be released from any act or omission that constitutes gross negligence, reserving, collecting fraud or receiving interest in excess of the highest lawful rate applicablewilful misconduct.

Release. The Administrative Borrower (a) Seller on behalf of the Loan Parties) hereby acknowledges itself, and agrees that no Loan Party has any defenseincluding its Affiliates, counterclaimexecutors, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneyspersonal representatives, successors and assigns (collectively, the “Seller Releasing Parties”), releases Buyer, the Company and its Predecessors and their respective Affiliates, officers, directors, members, stockholders, members and employees (collectively, the “Buyer Released Parties”) from any and all possible claims, demands, actionsActions, causes of action, cross-claims, counter-claims, debts, compensatory damages, costsliquidated damages, expenses punitive or exemplary damages, other damages, claims for costs and liabilities whatsoeverattorneys’ fees, or Liabilities of any nature whatsoever in Law and in equity, both past and present (for all points in time through the date of this Agreement) and whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditionalsuspected, or at law claimed against any of its, his or in equityher Buyer Released Parties which such Seller Releasing Party, in or any case originating in whole officer, director, manager, trustee, successor or in part on assign of such Seller Releasing Party, has or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Partieshave, if any, irrespective of whether any such claims which arise out of or are connected with the Company, Buyer, any Affiliate of the Company or Buyer, or any predecessor thereto, whether arising under any federal, state or local civil or human rights Law, or under any other local, state, or federal Law, regulation or ordinance, or under any public policy, contract or tort, or under common Law; or any claim for breach of contract, tortinfliction of emotional distress, violation of law or regulationsdefamation, or otherwiseany claim for costs, and fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Seller Releasing Party’s “Seller Released Claims”), provided that arise from the foregoing shall not release any Loansclaim arising out of this Agreement or pursuant to any document executed or delivered pursuant hereto, the exercise nor shall it constitute a release of any rights and remedies under the Credit Agreement claim arising out of any future act or other Loan Documents, and/or negotiation for and execution omission of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableBuyer Released Party.

Release. The Administrative Each of the MF/Borrower (Related Parties hereby acknowledges and confirms on its own behalf and on behalf of its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and forever waives, remises, releases, discharges and holds harmless the Lender, Agent and any other Indemnified Party, and each of their respective affiliates, stockholders, directors, officers, employees, attorneys, agents, representatives, heirs, executors, administrators, successors and assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (collectively, the “Designated Parties) hereby acknowledges ”), from and against, and agrees that no Loan Party has not to allege or pursue, any defenseaction, cause of action, suit, debt, liability, loss, expense, claim, counterclaim, cross-claim, demand, defense, offset, cross-complaintopposition, demand and other right of action whatsoever, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, whether in law, equity or otherwise, which any of the Releasors ever had, now have, may have, or claim or demand to have against any of the Designated Parties, by reason of any kind matter, cause or nature whatsoever thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Loan Documents, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that can be asserted they are the sole and lawful owners of all right, title, and interest in and to reduce every Claim being released hereby and they have not assigned, pledged, hypothecated, or eliminate otherwise divested or encumbered all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the LendersClaim being released hereby. The Administrative MF/Borrower (on behalf Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the Loan Parties) Releasees from and against any Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily and knowingly releases and forever discharges the Agentaid in any way, the Lenders and each of their respective predecessorsor foment any suit, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damagesor other proceeding (at law, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole regulatory proceeding, or in otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part on or before of any Releasee; and (b) the date provisions of this amendment is executed that general release shall constitute an absolute bar to any Loan Party may now or hereafter have against the Released PartiesClaim of any kind, if any, irrespective of whether any such claims arise out of Claim is based on contract, tort, violation of law or regulationswarranty, mistake, or otherwiseany other theory, and that arise from any Loanswhether legal, the exercise of any rights and remedies under the Credit Agreement statutory, or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableequitable.

Release. The Administrative Borrower For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (on behalf collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenseaction, counterclaimjudgments, offsetexecutions, cross-complaintsuits, claim debts, liabilities, costs, damages, expenses or demand other obligations of any kind and nature whatsoever, direct and/or indirect, at law or nature whatsoever that can be asserted to reduce in equity, whether now existing or eliminate all hereafter asserted, whether absolute or any part of its liability to repay the obligations contingent, whether due or to seek affirmative relief become due, whether disputed or damages of any kind undisputed, whether known or nature from the Agent or the Lenders. The Administrative Borrower unknown (on behalf of the Loan PartiesINCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released PartiesClaims”) from all possible claims), demandsfor or because of any matters or things occurring, actionsexisting or actions done, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditionalomitted to be done, or at law or in equity, in suffered to be done by any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against of the Released Parties, if anyin each case, irrespective of whether on or prior to the Amendment No. 5 Effective Date and are in any such claims arise way directly or indirectly arising out of contractor in any way connected to any of this Agreement, tortthe Credit Agreement, violation of law or regulationsany other Credit Document, or otherwise, and that arise from any Loansof the transactions contemplated hereby or thereby (collectively, the exercise “Released Matters”); provided, that the Released Matters shall not include any of any rights and remedies the Lenders’ obligations to fund under their Commitments to the Credit Agreement after the date hereof in accordance therewith. Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 10 are intended to cover and be in full satisfaction for all or other Loan Documentsany alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. Each Credit Party hereby further agrees that it will not xxx any Released Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this Section 10. In entering into this Agreement, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or negotiation for and execution omissions or the accuracy, completeness or validity hereof. The provisions of this AmendmentSection 10 shall survive the termination of this Agreement, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest the Credit Agreement and the other Credit Documents and payment in excess full of the highest lawful rate applicableObligations.

Release. The Administrative Borrower (Each of the Loan Parties on behalf of the Loan Partiesitself and its successors, assigns, and other legal representatives, hereby, (a) hereby acknowledges jointly and agrees that no Loan Party has any defenseseverally, counterclaimabsolutely, offsetunconditionally and irrevocably releases, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the AgentLender, the Lenders and each of their respective its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneys, agents and other representatives and their respective successors and assigns (collectively, Lender and all such other parties being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever (individually, whether a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedboth at law and in equity, contingent whether liquidated or conditionalunliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which each of the Loan Parties, or any of their respective successors, assigns, or other legal representatives and their successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at law any time on or prior to the day and date of this Amendment, in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, this Amendment, the Other Documents or the release of the Released Collateral; (b) 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) agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above and nothing contained herein shall constitute an admission of liability with respect to any Claim on the part of any Releasee; and (d) jointly and severally, absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not xxx (at law, in equity, in any case originating in whole regulatory proceeding or in part otherwise) any Releasee on or before the date basis of any Claim released, remised and discharged by any of the Loan Parties pursuant to this amendment is executed that Paragraph 8. If any Loan Party may now or hereafter have against violates the Released foregoing covenant, Loan Parties, if anyjointly and severally, irrespective agree to pay, in addition to such other damages as any Releasee may sustain as a result of whether such violation, all attorneys' fees and costs incurred by any Releasee as a result of such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableviolation.

Release. The Administrative Borrower (a) From and after the Closing, each Seller, Purchaser, and the Acquired Company Entities, on behalf of the Loan Parties) themselves and each of their Affiliates, hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases release and forever discharges discharge each of Purchaser, Sellers and the Agent, the Lenders Acquired Company Entities and each of their respective predecessorsAffiliates, and any individual, joint or mutual, past, present and future representatives, agents, financial advisors, attorneys, other consultants, employees, attorneysofficers, directors, managers, stockholders, partners, members, controlling persons, subsidiaries, successors and assigns of any of the foregoing (individually, a “Releasee” and, collectively, the “Released PartiesReleasees”) ), from any and all possible claims, demands, actionsproceedings, causes of action, damagesorders, costsobligations, expenses contracts, agreements, debts and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which such Seller, Purchaser, Acquired Company Entities or any case originating in whole of such Seller’s, Purchaser’s, and Acquired Company Entities’ respective Affiliates, or in part on any of their respective heirs, executors, administrators or before the date this amendment is executed that any Loan Party assigns, now has, has ever had, or may now or hereafter have against any Releasee arising contemporaneously with or prior to the Released Parties, if any, irrespective Closing Date or on account of whether any such claims arise or arising out of contractany matter, tortcause or event occurring contemporaneously with or prior to the Closing Date (all of the foregoing collectively referred to herein as the “Claims”); provided, violation however, that nothing contained herein shall operate to release (i) any obligations of law Sellers, Purchaser or regulationsthe Acquired Company Entities under this Agreement or under any other Transaction Document executed and delivered to Sellers, Purchaser or the Acquired Company Entities by such other Party at the Closing in connection with the Transactions, or otherwise(ii) any Claims for fraud, willful misconduct or criminal acts that Purchaser or the Acquired Company Entities may have against any Seller in his or her capacity as a director, officer or manager of the Acquired Company Entities. Each Seller, Purchaser, and the Acquired Company Entities represent that arise from they have not made any Loans, the exercise assignment or transfer of any rights and remedies under the Credit Agreement Claim or other Loan Documentsmatter covered by this paragraph. Each Seller, and/or negotiation for Purchaser, and execution of this AmendmentAcquired Company Entities hereby irrevocably covenants to refrain from, includingdirectly or indirectly, without limitationasserting any Claim, or commencing, instituting, or causing to be commenced, any contracting forAction of any kind against any Releasee, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablebased upon any matter released hereby.

Release. The Administrative Borrower (In consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of the Loan Parties) themselves and their successors, assigns, and other legal representatives, hereby acknowledges fully, absolutely, unconditionally and agrees that no Loan Party has any defenseirrevocably releases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the AgentLender, the Lenders and each of their respective its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneys, successors agents and assigns other representatives (collectively, Lender and all such other persons being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever of every name and nature, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which Borrower, or any case originating in whole of its successors, assigns, or in part on or before the date this amendment is executed that any Loan Party other legal representatives may now own, hold, have or hereafter claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingfor or on account of, without limitationor in relation to, or in any contracting forway in connection with the Loan Agreement, charging, taking, reserving, collecting or receiving interest in excess any of the highest lawful rate applicableother Loan Documents or transactions thereunder or related thereto. 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 provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. For the avoidance of doubt, the release set forth above shall not release Lender from its ongoing obligations under the Loan Documents.

Release. The Administrative Borrower In consideration of the benefits received by the Credit Parties under this Agreement, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Agreement, each of the Credit Parties, on behalf of the Loan Parties) hereby acknowledges itself, its Affiliates and agrees that no Loan Party has any defenseits and its Affiliates’ agents, counterclaimrepresentatives, offsetofficers, cross-complaintdirectors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentsadvisors, employees, attorneysSubsidiaries, Affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each Lender, the Administrative Agent, and each of their Affiliates and each of their and their Affiliates’ respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives and attorneys of any of them, each in their capacities as such, (collectively, the “Released PartiesReleasees”) ), of and from any and all possible claims, demands, actions, causes of action, damagessuits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, damages, expenses and liabilities fees whatsoever, whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and whether based on any federal, state, local or foreign law or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, anticipated accrued or unanticipatednot accrued, suspected which any Releasor now has, has ever had or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against any Releasee arising contemporaneously with or prior to the date of this Agreement or on account of or arising out of any matter, cause, circumstance or event occurring contemporaneously with or prior to the date of this Agreement that (in each case) relate to, arise out of, or otherwise are in connection with any or all of the Credit Documents or this Agreement, or the transactions contemplated hereby or thereby (collectively, the “Released Claims”), in each case, other than any such Released Claims arising from the gross negligence, bad faith or willful misconduct of any Releasee as determined by a final, non-appealable judgement by a court of competent jurisdiction. Each of the Credit Parties, if anyon behalf of itself and its agents, irrespective of whether representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns, hereby unconditionally and irrevocably agrees that it will not xxx any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, Releasee on the exercise basis of any rights and remedies Released Claim. The Credit Parties’ obligations under the Credit Agreement or other Loan Documents, and/or negotiation for and execution this Section 6.08 shall survive termination of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableAgreement.

Release. The Administrative (a) Each Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that that: (i) no Loan Party Borrower has any defense, counterclaim, offset, cross-complaint, claim or demand cause of any kind or nature whatsoever that can be asserted to reduce or eliminate all action against the Lender (or any part of its liability Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to repay Borrower under the obligations Loan Agreement and the other Loan Documents that are required to have been performed on or prior to seek affirmative relief the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or damages circumstances would impair or otherwise adversely affect any of any kind or nature from the Agent or Lender’s rights, interests, security and/or remedies under the LendersLoan Agreement and the other Loan Documents. The Administrative Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Borrower (on behalf for itself and each other Borrower and the successors, assigns, heirs and representatives of each of the Loan Partiesforegoing) (collectively, the “Releasors”) does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release and forever discharges the Agent, the Lenders discharge Lender and each of its Affiliates and its and their respective predecessorsmanagers, agentsmembers, partners, officers, directors, employees, attorneys, successors shareholders attorneys and assigns consultants in their capacities as or for the Lender (collectively, the “Released Parties”) from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under the Credit Agreement act, omission or other Loan Documentsthing whatsoever done or omitted to be done directly arising out of, and/or negotiation for and execution of connected with or related to this Amendment, includingthe Loan Agreement or any other Loan Document, without limitationor any act, any contracting forevent or transaction related or attendant thereto, charging, taking, reserving, collecting or receiving interest in excess the agreements of the highest lawful rate applicableLender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Third Amendment Effective Date.

Release. The Administrative Borrower (Upon the Effective Date, the Plaintiff and all Settlement Class Members, on behalf of themselves and all of their agents, heirs, estates, executors and administrators, successors, assigns, insurers, attorneys, representatives, and any and all Persons who seek to claim through or in the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim name or demand right of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay them (the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan “Releasing Parties) hereby voluntarily ”), expressly and knowingly releases irrevocably release and forever discharges the Agentdischarge, the Lenders upon good and each sufficient consideration, Defendants and all of their respective present and former administrators, insurers, reinsurers, firms, parents, subsidiaries, and affiliates, and all of Defendants and the foregoing Persons’ respective predecessors, successors, assigns and present and former officers, directors, shareholders, employees, agents, employeesindemnitees, attorneys, successors and assigns representatives (collectively, the “Released Parties”) ), from any and all possible claims, demands, actionscomplaints, disputes, causes of action, damagesrights of action, costssuits, expenses debts, liabilities, obligations, and liabilities damages of every nature whatsoever, on any legal or equitable ground, whether based on federal, state, or local law, statute, ordinance, regulation, common law, private contract, agreement or any other authority, asserted or unasserted, known or unknown, anticipated or unanticipatedthat the Releasing Parties now have, suspected or unsuspected, fixed, contingent or conditionalever had, or at law may in the future have, arising out of, resulting from, or in equity, related in any case originating in whole way to the Litigation or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against subject matter of the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwiseLitigation, and that arise from any Loans, which were or could have been asserted in the exercise of any rights and remedies under Litigation based upon the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendmentfacts alleged, including, without limitation, any contracting forand all claims for attorneys’ fees, chargingcosts, takingor expenses, reservingand any and all past and present claims, collecting damages, or receiving interest in excess liability on any legal or equitable ground whatsoever (“Released Claims”). This Release is as a result of the highest lawful rate applicableSettlement Class Members’ membership in the Settlement Class and status as Releasing Parties, the Court’s approval process herein, and the occurrence of the Effective Date and is not conditioned on receipt of payment by any particular Settlement Class Member or Releasing Party. The Released Claims do not include either pending or as yet unfiled policyholder claims for trip cancellation benefits under the Travel Plans.

Release. The In consideration of, among other things, the Administrative Borrower (Agent’s, the Fronting Banks’ and the Lenders’ execution and delivery of this Amendment, each Borrower, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits agents, counterclaimrepresentatives, offsetofficers, cross-complaintdirectors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentsadvisors, employees, attorneyssubsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all possible claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, liens, warranties, damages and consequential damages, costsjudgments, costs or expenses and liabilities whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known now existing or unknownhereafter arising, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or whether arising at law or in equityequity (collectively, the “Claims”), against any or all of the Credit Parties in any case originating capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts existing on or before the date this amendment is executed Amendment Effective Date, that any Loan Party may now or hereafter have against the Released Partiesrelate to, if any, irrespective of whether any such claims arise out of contractor otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith; or (ii) any aspect of the dealings or relationships between or among the Borrowers, tort, violation of law or regulations, or otherwiseon the one hand, and that arise from any Loansor all of the Credit Parties, on the exercise other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by any Borrower of any rights and remedies under the Credit Agreement Advances or other Loan Documentsfinancial accommodations made by any Credit Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts existing on or prior to the date of receipt of any such Advances or other financial accommodations. In entering into this Amendment, each Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or negotiation for and execution omissions or the accuracy, completeness or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment, includingthe Credit Agreement, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest the other Loan Documents and payment in excess full of the highest lawful rate applicableAdvances.

Release. The Administrative Borrower (Except as otherwise provided in this Agreement and, effective as of the Closing, each Owner and the Seller, on behalf of the Loan Parties) itself and its respective successors, assigns, next-of-kin, representatives, administrators, executors, beneficiaries, agents and Affiliates, hereby acknowledges (A): fully, irrevocably and agrees that no Loan Party has any defenseunconditionally waives, counterclaimreleases, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquits and forever discharges discharges, to the Agentfullest extent permitted by Law, the Lenders Company Group, Buyer, Parent and their respective Affiliates and each of their respective predecessorscurrent, former and future holders of any equity, voting, partnership, limited liability company or other interest, and each of their respective controlling persons, Subsidiaries, directors, officers, employees, members, managers, general or limited partners, stockholders, agents, employees, attorneys, representatives, Affiliates, heirs, assignees or successors and assigns (in their capacity as such) (collectively, the “Company Released Parties”) from any and all possible claimsClaims, demands, actions, causes of actionLiabilities, damages, rights, costs, expenses and liabilities whatsoeverLosses, whether known expenses, compensation or unknownsuits, anticipated of whatsoever kind or unanticipatednature, suspected in contract or unsuspectedin tort, fixed, contingent or conditional, or at law or in equity, that such Owner or the Seller has, will or might have in each case arising out of anything done, omitted, suffered or to be done by any case originating Company Released Party, in whole each case, whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown (collectively, the “Seller Released Claims”); and (B) acknowledges and agrees to forever refrain and forbear from commencing, instituting or prosecuting any Claim or Proceeding against any of the Company Released Parties based on, arising out of, or in part on connection with the Seller Released Claims; provided, that, notwithstanding the foregoing, the Seller Released Claims shall not include (i) any rights or before the date this amendment is executed that any Loan Party may now claims under or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise arising out of contract, tort, violation of law this Agreement and the other Transaction Documents or regulations, or otherwise, claims to enforce this Agreement and that arise from any Loans, the exercise of other Transaction Documents and (ii) any rights with respect to accrued and remedies under unpaid compensation or benefits owed to the Credit Agreement or other Loan Documents, and/or negotiation for and execution Owners as an employee of the Company. Each of the Company Released Parties shall be an intended third party beneficiary of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest Section 6.1 and is entitled to directly enforce the releases and covenants contained in excess of the highest lawful rate applicablethis Section 6.1.

Release. The Administrative Borrower (a) Effective on the date hereof, Bxxxxxxx, New Holdco and each Guarantor, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, and agrees that no Loan Party has officers, directors, employees, agents and attorneys, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) of, or claiming through it, hereby voluntarily and knowingly releases waives, releases, remises and forever discharges the AgentAgent and each Lender, the Lenders each of their respective Affiliates, and each of their respective predecessorssuccessors in title, agentspast and present officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to Borrower or such Guarantor (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible past and present claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich Borrower or such Guarantor ever had from the beginning of the world, contingent or conditionalnow has, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or might hereafter have against any such Releasee which relates, directly or indirectly to the Released PartiesCredit 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, Bxxxxxxx, New Holdco, and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” As to each and every Claim released hereunder, Bxxxxxxx, New Holdco and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, irrespective of whether pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower, New Holdco, and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such claims arise out of contractdifferences or additional facts. Borrower, tort, violation of law or regulations, or otherwiseNew Holdco, and each Guarantor understands, acknowledges and agrees that arise from 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 Loansaction, the exercise of any rights and remedies under the Credit Agreement suit or other Loan Documentsproceeding which may be instituted, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting prosecuted or receiving interest attempted in excess breach of the highest lawful rate applicableprovisions of such release.

Release. The Administrative Borrower (i) In consideration of the agreements of the Agent and Lenders contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its past, present and future Subsidiaries, successors, assigns, managers, members, officers, directors, agents, employees, professionals and other representatives (solely in their capacity as such and not in any other capacity) (the Loan Parties) hereby acknowledges and agrees that no “Loan Party has any defenseReleasing Parties,” and each, counterclaima “Loan Party Releasing Party”), offsetand each Significant Stakeholder (as identified on the signature pages hereto), cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of itself and its past, present and future successors and assigns (the “Stockholder Releasing Parties,” and each, a “Stockholder Releasing Party,” and together with the Loan Party Releasing Parties) , the “Releasing Parties,” and each, a “Releasing Party”), hereby voluntarily absolutely, unconditionally, and knowingly releases irrevocably releases, remises, and forever discharges the Agent, the Lenders Agent and each Lender and each of their respective past, present and future stockholders, members, partners, managers, principals, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, professionals, agents, employeesand other representatives, attorneys, and their respective successors and assigns (collectively, the “Released Parties,” and each, a “Released Party”) of and from all possible claims, demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages, costsand any and all other claims, expenses counterclaims, defenses, rights of set off, demands, and liabilities whatsoeverwhatsoever (each, whether individually, a “Claim,” and collectively, “Claims”) of every kind and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, 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 heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, which any case originating in whole or in part on or before the date this amendment is executed that any Loan such Releasing Party may now or hereafter own, hold, have, or claim to have against the any Released PartiesParty for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights and remedies under circumstance, action, cause, omission, event or thing whatsoever which arises at any time on or prior to the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this AmendmentEffective Date, including, without limitation, for or on account of, or in relation to, or in any contracting forway in connection with this Agreement, chargingthe Loan Documents, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicabletransactions contemplated hereunder or thereunder.

Release. The Administrative (a) Each Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that that: (i) no Loan Party Borrower has any defense, counterclaim, offset, cross-complaint, claim or demand cause of any kind or nature whatsoever that can be asserted to reduce or eliminate all action against the Lender (or any part of its liability Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to repay Borrower under the obligations Loan Agreement and the other Loan Documents that are required to have been performed on or prior to seek affirmative relief the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or damages circumstances would impair or otherwise adversely affect any of any kind or nature from the Agent or Lender’s rights, interests, security and/or remedies under the LendersLoan Agreement and the other Loan Documents. The Administrative Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Borrower (on behalf for itself and each other Borrower and the successors, assigns, heirs and representatives of each of the Loan Partiesforegoing) (collectively, the “Releasors”) does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release and forever discharges the Agent, the Lenders discharge Lender and each of its Affiliates and its and their respective predecessorsmanagers, agentsmembers, partners, officers, directors, employees, attorneys, successors shareholders attorneys and assigns consultants in their capacities as or for the Lender (collectively, the “Released Parties”) from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under the Credit Agreement act, omission or other Loan Documentsthing whatsoever done or omitted to be done directly arising out of, and/or negotiation for and execution of connected with or related to this Amendment, includingthe Loan Agreement or any other Loan Document, without limitationor any act, any contracting forevent or transaction related or attendant thereto, charging, taking, reserving, collecting or receiving interest in excess the agreements of the highest lawful rate applicableLender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Amendment Effective Date.

Release. The Administrative Borrower (on behalf Each of the Loan Parties) Borrower and the other Obligors hereby acknowledges and agrees that no Loan Party that: (a) neither it nor any of its Affiliates has any defense, counterclaim, offset, cross-complaint, claim or demand cause of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay action against the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith) in connection with the subject matter of this Amendment, and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof in connection with the subject matter of this Amendment. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each of the Borrower and the other Obligors (for 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 predecessorsAffiliates, agentsofficers, directors, employees, attorneys, successors consultants and assigns agents (collectively, the “Released Parties”) from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under act, omission or thing whatsoever done or omitted to be done on or prior to the Credit Agreement date hereof directly arising out of, connected with or other Loan Documents, and/or negotiation for and execution related to in connection with the subject matter of this Amendment, includingor any act, without limitationevent or transaction related or attendant thereto, any contracting for, charging, taking, reserving, collecting or receiving interest in excess the agreements of the highest lawful rate applicableAdministrative Agent, the Collateral Agent or any Lender contained herein.

Release. The Administrative Borrower (a) As of the date of this Waiver, each Loan Party Obligor, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, Subsidiaries and agrees that no such Loan Party has Obligor’s and its Subsidiaries’ officers, directors (and any defenseequivalent governing body), counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessorsemployees, agents, employeesrepresentatives, advisors, consultants, accountants and attorneys, successors and assigns any Person acting for or on behalf of, or claiming through it (collectively, the “Released PartiesReleasing Persons”) ), hereby waives, releases, remises and forever discharges each Secured Party, each of their respective Affiliates and successors in title, and past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals of the foregoing entities and all other Persons and entities to whom any Secured Party would be liable if such Persons were found to be liable to such Releasing Persons (each a “Releasee” and collectively, the “Releasees”), from any and all possible past, present and future claims, suits, liens, lawsuits, amounts paid in settlement, debts, deficiencies, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich such Releasing Persons ever had from the beginning of the world until (and including) the date hereof, contingent against any such Releasing Person which relates, directly or conditionalindirectly, to the Facility Agreement, any other Loan Document, any Equity Document, the Stock owned by any Releasee or to any acts or omissions of any such Releasee with respect to the Facility Agreement, any other Loan Document, any Equity Document, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that Stock owned by any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsReleasee, or otherwise, to the lender-borrower relationship evidenced by the Facility Agreement and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents (including as modified hereby, as applicable) or the Stock holder relationship evidenced by the Equity Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.

Release. The Administrative Borrower (on behalf Effective at the Closing, Seller, for itself and its Affiliates and the respective heirs, executors, beneficiaries, administrators, successors and assigns of each of the Loan Parties) foregoing (each, a “Releasor” and collectively, the “Releasors”), hereby acknowledges irrevocably and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases unconditionally release and forever discharges the Agentdischarge Purchaser, the Lenders Acquired Companies, each of their respective Affiliates and each of their respective predecessorsand their respective Affiliates’ present and former officers, directors, managers, equityholders, members, employees, agents, employees, attorneysRepresentatives, successors and assigns of each of the foregoing (collectively, the “Releasees”), from any and all claims, suits, demands, causes of action, contracts, agreements, covenants, obligations, debts, costs, expenses, attorney’s fees, and other liabilities of whatever kind or nature, in law or equity, by statute or otherwise, whether now known or unknown, vested or contingent or suspected or unsuspected, (“Claims”), which such Releasor now has, has ever had or may hereafter have against any of the Releasees arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing relating to the Business or the Acquired Companies (collectively, the “Released PartiesClaims”) from all possible claims). Each Releasor hereby irrevocably consents to refrain from, demandsdirectly or indirectly, actionsasserting any Released Claim or commencing, causes instituting or causing to be commenced any lawsuit of actionany kind against any Releasee based upon any matter released hereby. Notwithstanding the foregoing, damages, costs, expenses and liabilities whatsoevernothing contained in this Section 7.9 will operate to waive or release any Claims, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedmatured or unmatured, contingent or conditional, or whether arising at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed equity that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsReleasor has under this Agreement, or otherwiseany agreements, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement certificates or other Loan Documentsdocuments entered into in accordance with, and/or negotiation for and execution of or pursuant to, this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableAgreement.

Release. The Administrative Borrower (on behalf As of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defenseClosing Date, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf each of the Loan Contributing Parties (collectively, the “Releasing Parties) ”), hereby voluntarily unconditionally and knowingly irrevocably releases and forever discharges discharges, effective as of and forever after the AgentClosing Date, to the Lenders fullest extent permitted by Law, each member of the Partnership Group (and each any predecessor entity of their respective predecessors, agents, employees, attorneys, successors and assigns any member of the Partnership Group) (collectively, the “Released Parties”) from any and all possible debts, liabilities, obligations, claims, demands, actions, actions or causes of action, damagessuits, costsjudgments or controversies of any kind whatsoever that such Releasing Party may possess against each Released Party, expenses and liabilities whatsoeverif any, or any of them that arises out of or is based on any (collectively, “Pre-Transaction Claims”) 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 on or prior to the Closing Date (whether based at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, anticipated accrued or unanticipatednot accrued) (collectively “Pre-Transaction Matters”), suspected including: (a) claims by such Releasing Party with respect to repayment of loans or unsuspectedindebtedness; (b) any rights, fixedtitles and interests in, contingent to or conditionalunder any agreements, arrangements or at law understandings to which such Releasing Party is a party (other than this Agreement or any Transaction Document); and (c) claims by such Releasing Party with respect to equity interests, dividends, distributions, violations of preemptive rights and such Releasing Party’s status as an officer, director, stockholder, member, option holder or other security holder of a Released Party; provided, however, that this Section 11.1 shall not apply to any claim to enforce this Agreement or any of the Transaction Documents. Each Releasing Party further agrees, from and after the Closing Date, not to file or bring any claim before any Governmental Entity on the basis of or respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter against any Released Party. Each Releasing Party (i) acknowledges that such Releasing Party fully comprehends and understands all the terms of this Section 11.1 and their legal effects and (ii) expressly represents and warrants that (A) such Releasing Party is competent to effect the release made in equity, in this Section 11.1 knowingly and voluntarily and without reliance on any case originating in whole statement or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise representation of any rights Released Party or its representatives and remedies under (B) such Releasing Party had the Credit Agreement or other Loan Documents, and/or negotiation for and execution opportunity to consult with an attorney of such Releasing Party’s choice regarding this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableSection 11.1.

Release. The Administrative Borrower (In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay respective subsidiaries, predecessors, successors, and assigns, and each of its respective current and former directors, officers, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan “Releasing Parties”) does hereby voluntarily fully and knowingly releases completely release, acquit and forever discharges the discharge each of Agent, the Lenders Lenders, and each of their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, agentssuccessors, employeesheirs, attorneys, successors and assigns (individually and collectively, the “Released Parties”) ), of and from any and all possible claims, demands, actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and liabilities demands of any kind whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in whether matured or unmatured, liquidated or unliquidated, that the Releasing Parties (or any case originating of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts now known or of which the Releasing Parties would reasonably be expected to know, existing on or before the date this amendment is executed hereof, that relate to, arise out of or otherwise are in connection with: (i) any Loan Party may now or hereafter have against all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among a Borrower, on the one hand, and any or all of the Released Parties, if anyon the other hand, irrespective relating to any or all of whether any such claims arise out of contractthe documents, torttransactions, violation of law actions or regulations, or otherwiseomissions 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, and that arise from any Loanshas been relied upon by Agent and Lenders in connection therewith. Notwithstanding anything contained in this Agreement, the exercise general release set forth in this Section 5 shall not extend to, and shall not include, any obligations of any rights Agent and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution Lenders to make extensions of credit after the date of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest Agreement to Borrower in excess accordance with the terms of the highest lawful rate applicableFinancing Documents.

Release. The Administrative (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower (and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the Loan Parties) “Releasors” and individually as a “Releasor”), hereby acknowledges absolutely, unconditionally and agrees that no Loan Party has any defenseirrevocably releases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases remises and forever discharges the Agent, the Lenders and each of Lenders, and their respective successors and assigns, and their present and former shareholders, Affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneysagents and other representatives (Agent, successors each Lender and assigns (collectively, all such other Persons being hereinafter referred to collectively as the “Released PartiesReleasees” and individually as a “Releasee”) ), of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoeverwhatsoever (individually, whether a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which any case originating in whole or in part on or before the date this amendment is executed that any Loan Party Releasor may now or hereafter own, hold, have or claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwise, and that arise from any Loans, the exercise by reason of any rights circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution date of this Amendment, includingin any way related to or in connection with the Credit Agreement, without limitation, or any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableother Loan Documents or transactions thereunder or related thereto.

Release. The Administrative Borrower (on behalf Borrowers hereby acknowledge, effective upon entry of the Loan Parties) hereby acknowledges Interim Order and agrees subject to the terms thereof, that the Borrowers have no Loan Party has any defense, counterclaim, offset, recoupment, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its the Borrowers’ liability to repay the obligations Senior Secured Parties as provided in this Agreement or any other Financing Document or to seek affirmative relief or damages of any kind or nature from any Senior Secured Party. Subject to the Agent or Orders, the Lenders. The Administrative Borrower (Borrowers, each in their own right on behalf of their bankruptcy estates, and on behalf of all their successors, assigns, and any Affiliates and any Person acting for and on behalf of, or claiming through them, (collectively, the Loan “Releasing Parties) ”), hereby voluntarily and knowingly releases fully, finally and forever discharges the Agentrelease and discharge each Senior Secured Party, the Lenders its Affiliates, and each of their respective predecessorspast and present officers, directors, servants, agents, employees, attorneys, successors assigns, heirs, parents, subsidiaries, and assigns each Person acting for or on behalf of any of them (collectively, the “Released Parties”) of and from any and all possible claims, demands, past and present actions, causes of action, damagesdemands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, expenses damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and liabilities whatsoeverother obligations of any kind or nature whatsoever (the “Released Claims”), whether in law, equity or otherwise (including, without limitation, those arising under Sections 541 through 550 of the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages, including, without limitation, those payable to third parties), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, fixed, contingent now existing or conditional, or at law or in equity, in which may heretofore accrue against any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against of the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law held in a personal or regulations, or otherwiserepresentative capacity, and that arise which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any Loanstime prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Agreement, any other Financing Document, the exercise of Interim Order, the Final Order or the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableforegoing.

Release. The Administrative Borrower (a) BZF, on behalf of himself, his heirs, his personal representatives and his successors-in-interest under this Agreement (the Loan “BZF Releasing Parties) ”), hereby acknowledges irrevocably and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly unconditionally releases and forever discharges the AgentNASCAR, New Holdco, the Lenders Company and LDK and each of their respective predecessorsAffiliates and each of their respective current and former officers, agentsdirectors, employees, attorneyspartners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Released Parties”), and (b) each of NASCAR, New Holdco, the Company and LDK and each of their respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “NASCAR Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges BZF and his heirs, his personal representatives and his successors-in-interest under this Agreement (the “BZF Released Parties”), in each case, of and from any and all possible claims, demands, actions, causes of action, damagessuits, costsproceedings, expenses executions, judgments, duties, debts, dues, accounts, bonds, contracts and liabilities whatsoevercovenants (whether express or implied), and claims and demands whatsoever whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at in law or in equityequity which the BZF Releasing Parties or the NASCAR Releasing Parties, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party as applicable, may now or hereafter have against any of the NASCAR Released Parties or the BZF Released Parties, if anyas applicable, irrespective now or in the future, in each case, in respect of whether any such claims arise out of contractcause or matter arising from or relating in any way to the BZF Company Shares, tortBZF’s prior employment with NASCAR, violation of law or regulationsNational Association For Stock Car Auto Racing, Inc., a Florida corporation (“NASCAR SUB”), or otherwisetheir respective Affiliates (or the termination thereof), and that certain Sale Transaction Bonus Agreement between BZF and NASCAR SUB, dated August 1, 2013 (the “Bonus Agreement”); provided, however, that the BZF Releasing Parties’ rights and claims arising out of or relating to the Bonus Agreement, and any obligations of any NASCAR Released Party (including NASCAR SUB) thereunder, will be waived, released and discharged hereby only upon the consummation of, and only insofar as those rights and claims arise from any Loansupon the consummation of, the exercise transactions contemplated by the ISC Merger Agreement (in the form attached hereto as Exhibit A, including with respect to the terms and conditions thereof and the parties thereto, but irrespective of any amendments or changes thereto (even as may otherwise be contemplated or permitted by the ISC Merger Agreement) except as such amendments and changes do not result in any material change in the structure of such transactions or the parties thereto (excluding the addition or removal of majority-owned subsidiaries of New Holdco or NASCAR)) and the related restructurings of New Holdco, NASCAR and their respective Affiliates in connection therewith (including, for the avoidance of doubt, the acquisition of NASCAR by New Holdco or its wholly-owned subsidiaries, the conversion of NASCAR into (or merger of NASCAR with and into) a limited liability company that is wholly-owned, directly or indirectly, by New Holdco, and the contribution of shares of ISC Common Stock or entities (or equity interests thereof) that own shares of ISC Common Stock to New Holdco, in each case, in a transaction or series of related transactions); and provided further, however, that nothing contained herein releases or discharges any actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts, covenants (whether express or implied), claims or demands whatsoever, arising out of or relating to (i) any Party’s respective rights and remedies or obligations hereunder, under the Credit WCF Agreement, under the agreements related to the Silver State Transaction and under the agreements related to the WOLP Transactions; (ii) any rights or claims which first arise after the applicable Party’s execution hereof (other than those arising under the Bonus Agreement in accordance with this Section 5.3); (iii) any acts or other Loan Documentsomissions constituting illegal conduct, and/or negotiation for fraud or embezzlement; (iv) any rights BZF or his Affiliates may have to indemnification or directors’ and execution officers’ liability insurance coverage from or through NASCAR, NASCAR SUB or any of this Amendmenttheir respective subsidiaries or Affiliates; or (v) any claims, includingcauses of action, without limitationdemands, fees or liabilities of any kind whatsoever which cannot be waived by law. The BZF Releasing Parties and the NASCAR Releasing Parties, as applicable, hereby irrevocably agree not to assert, directly or indirectly, any contracting forclaim or demand, chargingor to commence, takinginstitute or cause to be commenced or instituted, reservingany proceeding of any kind against any NASCAR Released Party or any BZF Released Party, collecting or receiving interest in excess of the highest lawful rate as applicable, based upon any matter released hereby.

Release. The Administrative Borrower (As a material part of the consideration to Purchaser hereunder, the Stockholder and the Company, on behalf of the Loan Parties) itself and its officers, directors, shareholders, successors, and assigns, hereby acknowledges fully, forever, and agrees that no Loan Party has irrevocably waive, release, and discharge Purchaser, and its officers, directors, shareholders, successors, and assigns, from any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate and all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actionslosses, obligations, damages, causes of action, damagesliens, costs, expenses Liabilities and liabilities whatsoeverany other liabilities, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedmaterial or immaterial, contingent of any and every kind or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and nature whatsoever that arise from or in connection with, or are directly or indirectly related to: (a) the West Riverside Purchase Agreement and the Assignment Agreement, including any Loans, breaches or defaults by the exercise West Riverside Sellers of any rights representations, warranties, covenants, conditions, and remedies under agreements thereunder, (b) the Credit Agreement or other Loan Documents, and/or negotiation for West Riverside Property and execution of this Amendmentits use, including, without limitation, all potential shareholder actions, defects, inaccuracies, and inadequacies in the environmental, title, land use, water rights, legal, and other conditions of any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate West Riverside Property, and (c) all statements and information made or provided by Purchaser or the West Riverside Sellers with respect to the West Riverside Purchase Agreement, as amended by the Assignment Agreement and/or the West Riverside Property. Each of the Stockholder and the Company hereby acknowledges that (i) he or it may hereafter discover facts different from or in addition to those known or believed to be true as of the Effective Date, First Closing Date, or (if applicable) the Second Closing Date, regarding the matters set forth in clauses (a), (b), and (c) of this Section (the “Released Matters”), (ii) the Stockholder’s and the Company’s agreement to fully, forever, and irrevocably waive, release, and discharge Purchaser, and each of its officers, directors, shareholders, successors, and assigns, as set forth herein shall remain in full force and effect, notwithstanding the existence or discovery of any such different or additional facts, and (iii) the Stockholder and the Company knowingly and voluntarily waive any and all rights under any applicable federal, state, local, or other laws which do, or would or might in any manner or to any extent, negatively effect the validity or enforceability of all or any part of the releases set forth in this Section 4.6. In furtherance of the foregoing, each of the Stockholder and the Company acknowledges that he or it is familiar with, and hereby waives and relinquishes any rights and benefits which he or it has or may have under, Section 1542 of the California Civil Code, which provides: 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.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges acknowledged, each Credit Party hereby, for itself and agrees that no Loan Party has any defenseits successors and assigns, counterclaimfully and without reserve, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agenteach Secured Party, the Lenders its respective successors and each of their respective predecessorsassigns, agentsofficers, directors, employees, representatives, trustees, attorneys, successors agents and assigns affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the date hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Agreement, the Credit Agreement, any other Credit Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released PartiesMatters”) from all possible claims); provided, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective Matters shall not include any of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies Lenders’ obligations to fund under their Commitments to the Credit Agreement after the date hereof in accordance therewith. Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 10 are intended to cover and be in full satisfaction for all or other Loan Documents, and/or negotiation for any alleged injuries or damages arising in connection with the Released Matters herein compromised and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablesettled.

Release. The In further consideration of Administrative Borrower (Agent’s and Lenders’ execution of this Agreement, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and Affiliates (collectively, the Loan Parties“Releasors”), hereby forever releases each Agent, each Issuing Bank and each Lender and their respective successors, assigns, parents, subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) hereby from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Credit Documents prior to the date hereof (including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Credit Document) and any third parties liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Credit Party shall satisfy all other provisions of this Agreement or the other Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that no Loan the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Credit Party has hereby agrees to indemnify and hold the Releasees, or any defenseof them, counterclaimharmless with respect to any and all liabilities, offsetobligations, cross-complaintlosses, claim penalties, actions, judgments, suits, costs, expenses or demand disbursements of any kind or nature whatsoever that can be asserted to reduce or eliminate all incurred by the Releasees, or any part of its liability them, whether direct, indirect or consequential, as a result of, arising from or relating to repay the obligations any proceeding by or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this AmendmentPerson, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of any contracting forCredit Party or any parent, chargingsubsidiary or Affiliate of any Credit Party, takingwhether threatened or initiated, reservingasserting any claim for legal or equitable remedy under any statutes, collecting regulation, common law principle or receiving interest otherwise arising from or in excess connection with any matter which is the subject of the highest lawful rate applicablerelease set forth in this Section 9. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Agreement and the other Credit Documents.

Release. The Administrative In consideration of the agreements of Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower (and Parent Guarantor, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (individually, a “Releasing Party”, and collectively, the “Released Releasing Parties”) ), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lenders and their successors and assigns, and their respective present and former affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (each of Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all possible claims, demands, actions, causes of action, damagessuits, costscovenants, expenses contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever(collectively, whether “Claims”) whatsoever of every name and nature, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in which the Releasing Parties or any case originating in whole or in part on or before the date this amendment is executed that any Loan Party of them may now or hereafter own, hold, have or claim to have against the Released PartiesReleasees or any of them for, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulationsupon, or otherwiseby reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and that arise from date of this Amendment for or on account of, or in relation to, or in any Loansway in connection with the Obligations, the exercise of any rights Amended and remedies under the Restated Credit Agreement or other any of the Loan Documents, and/or negotiation for and execution or transactions, course of this Amendmentperformance or course of dealing thereunder or related thereto; provided that, includingin each case, without limitation, the foregoing release shall not apply to (a) Claims of fraud or willful misconduct or (b) Claims against any contracting for, charging, taking, reserving, collecting Releasee in such Releasee’s capacity as a holder of Equity Interests in Borrower or receiving interest in excess of the highest lawful rate applicableParent Guarantor.

Release. The Administrative Borrower Effective as of the Closing and (if applicable) as of the Option Closing, each of the Sale Parties on his, her or its behalf, and (as applicable) on behalf of the Loan Parties) its officers, directors, trustees, successors and assigns, hereby acknowledges fully releases, remises, acquits and agrees that no Loan Party has any defensedischarges forever, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily irrevocably and knowingly releases and forever discharges the Agentunconditionally, the Lenders Company and each of its subsidiaries, and their respective predecessors, agentssuccessors, assigns and present and former directors, officers, shareholders, employees, agents, attorneys, successors representatives and assigns Affiliates (collectively, the “Released PartiesReleasees”) from from, against and with respect to any and all possible claimsactions, demands, actionsaccounts, causes of action, damagescomplaints, charges, claims, costs, expenses damages, demands, debts, defenses, duties, expenses, executions, fees, injuries, interest, judgments, liabilities, losses, liens, obligations, penalties, remedies, suits, sums of money, and liabilities torts of any kind and nature whatsoever, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, anticipated matured or unanticipatedunmatured, suspected absolute or unsuspectedcontingent, fixeddetermined or determinable (collectively, contingent or conditional“Claims”), which such Sale Party and its officers, directors, trustees, successors and assigns, or anyone claiming through or under such Sale Party, ever had or now has, or may hereafter have or acquire, against the Releasees for or by reason of any matter, cause or thing whatsoever occurring at any time on or prior to the Closing and (if applicable) the Option Closing; provided, however, that this Section 6.08 shall not be construed to release the Releasees from any of their obligations under this Agreement, the Promissory Notes, the Guaranty or any other agreement provided for herein. Each of the Sale Parties represents and warrants that he, she or it has made no assignment or transfer of any of the Claims. Each of the Sale Parties irrevocably covenants to refrain from, directly or indirectly, asserting any Claims, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter purported to be released by this Section 6.08. The release in this Section 6.08 may be pleaded by the Releasees 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 them in equity, in violation hereof. In the event any case originating in whole Claims are brought or in part on or before the date this amendment is executed that maintained by any Loan Sale Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, Releasees in violation of law or regulationsthis Section 6.08, or otherwisesuch Sale Party shall be responsible for all costs and expenses, and that arise from any Loansincluding reasonable attorneys’ fees, incurred by the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest Releasees in excess of the highest lawful rate applicabledefending same.

Release. The In further consideration of the execution by the Administrative Borrower (Agent and the Lenders of this Amendment, to the extent permitted by applicable law, the Company, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part each of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf Subsidiaries, and all of the Loan Parties) successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby voluntarily completely, voluntarily, knowingly, and knowingly unconditionally releases and forever discharges the Collateral Agent, the Administrative Agent, each of the Lenders and (including any Lender in its capacity as a member of the Informal Group), and, in the case of each of the foregoing, each of its members, each of their respective predecessorsadvisors, agents, professionals and employees, attorneys, each affiliate of the foregoing and all of their respective permitted successors and assigns (collectively, the “Released PartiesReleasees”) ), from any and all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwisesuits, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendmentliabilities, including, without limitation, any contracting so-called “lender liability” claims or defenses (collectively, “Claims”), whether arising in law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, chargingupon or by reason of any matter, takingcause or thing whatsoever from time to time occurred on or prior to the date hereof, reservingin any way concerning, collecting relating to, or receiving interest in excess arising from (i) any of the highest lawful rate applicableTransactions, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement or any of the other Loan Documents, (v) the financial condition, business operations, business plans, prospects or creditworthiness of the Borrowers, and (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto except for Claims determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Releasee (or any of its Related Parties). The Releasors hereby acknowledge that they have been advised by legal counsel of the meaning and consequences of this release.

Release. The Administrative Borrower (on behalf In consideration of the Loan Parties) hereby acknowledges mutual promises contained herein, each Party, for itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part for each of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) Affiliates, hereby voluntarily generally, irrevocably, unconditionally and knowingly completely releases and forever discharges the Agentother Party, the Lenders such other Party’s Affiliates, and each of its and their respective predecessorsofficers, directors, stockholders, agents, employees, attorneysheirs, administrators, executors, predecessors, successors and assigns (collectivelyhereinafter, the “Released Parties”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party’s Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all possible such claims, demandsdisputes and differences, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedthat now exist or heretofore have existed between the Parties and that in furtherance of such intention, contingent this release shall remain in effect as a full and complete release notwithstanding the discovery or conditionalexistence of any such additional or different facts. The term “Released Claims,” when used herein with respect to a Party, or shall mean and include each and every claim, charge, complaint, demand, action, cause of action, suit, right, debt, sum of money, cost, reckoning, covenant, contract, agreement, promise, doing, omission, damage, execution, obligation, liability, and expense (including attorneys’ fees and costs), of every kind and nature, whether at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan such Party may have had in the past, may now have or hereafter may have in the future against the Released Parties, if anyand which has arisen or arises directly or indirectly out of, irrespective of whether or relates directly or indirectly to, any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the Effective Date to the extent such claims arise claim relates to or arises under the Collaboration Agreement; provided, however, that the Released Claims shall exclude: (1) any and all rights to seek and obtain indemnification under this letter agreement and the Collaboration; and (2) any and all rights to seek and obtain enforcement of, or a remedy arising out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitationbreach of, any contracting for, charging, taking, reserving, collecting or receiving interest obligation provided for in excess of the highest lawful rate applicablethis letter agreement.

Release. The (a) In consideration of and as a condition to the Administrative Borrower (Agent and the Lenders making Loans under this Agreement, the consent by the Prepetition Secured Parties and the Secured Parties to the use of Revolving Credit Cash Collateral, and providing other credit and financial accommodations to the Debtors pursuant to the provisions of the DIP Orders and the Credit Documents, each Debtor, on behalf of itself, and successors and assigns and its Estate (as defined in the Loan PartiesInterim Order) (collectively, the “Releasors”), hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly absolutely releases and forever discharges the Agent, the Lenders and acquits each Prepetition Secured Party and each of their respective successors, participants, and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, agentsdirectors, officers, attorneys, employees, attorneysand other representatives (the Prepetition Agent and each of the Prepetition Lenders, successors and assigns (collectively, all such other parties being hereinafter referred to collectively as the “Released PartiesReleasees”) of and from any and all possible claims, demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages, costsand any and all other claims, expenses counterclaims, cross claims, defenses, rights of set-off, demands, and liabilities whatsoeverwhatsoever (individually, whether a “Prepetition Released Claim” and collectively, the “Prepetition Released Claims”) of every kind, name, nature and description, known or unknown, anticipated foreseen or unanticipatedunforeseen, matured or contingent, liquidated or unliquidated, primary or secondary, suspected or unsuspected, fixed, contingent or conditional, or both at law or and in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting so-called “lender liability” claims or defenses, that any Releasor may now or hereafter own, hold, have, or claim to have against the Releasees, or any of them for, chargingupon, takingor by reason of any nature, reservingcause, collecting or receiving interest thing whatsoever that arose or may have arisen at any time on or prior to the date hereof, in excess respect of the highest lawful rate applicableDebtors and arising out of, relating to, or in connection with, any of the Prepetition Obligations, the Prepetition Credit Documents, and any Prepetition Obligations, Prepetition Term Loan Obligations, or other financial accommodations under the Prepetition Credit Documents; provided, however, that such release shall not be effective with respect to the Estates until the expiration of the Challenge Period. In addition, upon the Payment in Full of all Obligations, and termination of the rights and obligations arising under the Interim Order, the Final Order, and the Credit Documents (which payment and termination shall be on terms and conditions reasonably acceptable to the Administrative Agent), Administrative Agent and the Lenders shall be automatically deemed to be absolutely and forever released and discharged from any and all obligations, liabilities, actions, duties, responsibilities, commitments, claims, and causes of action arising, occurring in connection with, or related to this Agreement, the Credit Documents, the Interim Order and the Final Order (whether known or unknown, direct or indirect, matured or contingent, foreseen or unforeseen, due or not due, primary or secondary, liquidated or unliquidated).

Release. The Administrative Borrower In consideration of the benefits received by the Company pursuant to this Third Amendment, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Third Amendment, the Company, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits agents, counterclaimrepresentatives, offsetofficers, cross-complaintdirectors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentsadvisors, employees, attorneysSubsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges each the Trustee, the Collateral Agent, the Holder, and each of their respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives and attorneys of any of them, each in their capacities as such, (collectively, the “Released PartiesReleasees”) ), of and from any and all possible claims, demands, actions, causes of action, damagessuits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, damages, expenses and liabilities fees whatsoever, whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and whether based on any federal, state, local or foreign law or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, anticipated accrued or unanticipatednot accrued, suspected which any Releasor now has, has ever had or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against any Releasee arising contemporaneously with or prior to the Released Partiesdate of this amendment or on account of or arising out of any matter, if anycause, irrespective circumstance or event occurring contemporaneously with or prior to the date of whether any such claims this amendment that relate to, arise out of contract, tort, violation of law or regulationsof, or otherwise, and that arise from otherwise are in connection with any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess all of the highest lawful rate applicableTransaction Documents or transactions contemplated thereby.

Release. The Administrative Borrower (on behalf Each of the Loan PartiesParties may have certain Claims (as defined below) hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim against the Released Parties (as defined below) regarding or demand of any kind or nature whatsoever that can be asserted relating to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent Credit Agreement or the Lendersother Loan Documents. The Administrative Borrower (on behalf Agent, Lenders and the Loan Parties desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the Loan Parties) Parties makes the releases contained in this Section 5. In consideration of Agent and Lenders entering into this Amendment, each of the Loan Parties hereby voluntarily fully and knowingly unconditionally releases and forever discharges the Agent, the Lenders and each of Agent and Lenders, and their respective predecessorsdirectors, officers, employees, subsidiaries, branches, affiliates, attorneys, agents, employees, attorneysrepresentatives, successors and assigns and all persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Released Parties”) ), of and from any and all possible claims, demands, actionsallegations, causes of action, damagescosts or demands and liabilities, costsof whatever kind or nature, expenses and liabilities whatsoeverfrom the beginning of the world to the date on which this Amendment is executed, whether known or unknown, anticipated liquidated or unanticipatedunliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, fixedanticipated or unanticipated, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that which any Loan Party may now has or had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, if anyor any of them, irrespective occurring prior to the date on which this Amendment is executed, including all such loss or damage of whether any such claims kind heretofore sustained or that may arise out as a consequence of contractthe dealings among the parties up to and including the date on which this Amendment is executed, tort, violation including the administration or enforcement of law or regulations, or otherwise, and that arise from any Loansthe Advances, the exercise of any rights and remedies under Obligations, the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableLoan Documents (collectively, all of the foregoing, the “Claims”). Each of the Loan Parties represents and warrants that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the date hereof would be the basis of a Claim by the Loan Parties against the Released Parties which is not released hereby. Each of the Loan Parties represents and warrants that the foregoing constitutes a full and complete release of all Claims.

Release. The Administrative Borrower (on behalf In consideration of the Loan Partiesforegoing, each of the Company and DDD (and by their execution of the Consent, each of the Guarantors) hereby acknowledges and agrees that no Loan Party has any defensereleases, counterclaimremises, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquits and forever discharges the Agent, the Lenders BTCo and each of their respective predecessorsBTCo's employees, agents, employeesrepresentatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors (including, without limitation, PSB), successors and assigns assigns, subsidiary corporations, parent corporations and related corporate divisions (collectively, all of the “foregoing hereinafter called the "Released Parties”) "), from any and all possible actions and causes of action, judgments, executions, suits, debts, claims, demands, actionsliabilities, causes obligations, damages and expenses of actionany and every character, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipateddirect and/or indirect, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any case originating in whole way directly or indirectly arising out of or in part on or before the date any way connected to this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other the Loan Documents, and/or negotiation for (all of the foregoing hereinafter called the "Released Matters"). Each of the Company and DDD (and by their execution of the Consent, each of the Guarantors) acknowledges that the agreements in this Amendmentparagraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each of the Company and DDD (and by their execution of the Consent, includingeach of the Guarantors) represents and warrants to BTCo that it has not purported to transfer, without limitationassign, pledge or otherwise convey any contracting forof its right, charging, taking, reserving, collecting title or receiving interest in excess any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of the highest lawful rate applicableall Released Matters.

Release. The Administrative (a) Each Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that that: (i) no Loan Party Borrower has any defense, counterclaim, offset, cross-complaint, claim or demand cause of any kind or nature whatsoever that can be asserted to reduce or eliminate all action against the Lender (or any part of its liability Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to repay Borrower under the obligations Loan Agreement and the other Loan Documents that are required to have been performed on or prior to seek affirmative relief the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or damages circumstances would impair or otherwise adversely affect any of any kind or nature from the Agent or Lender’s rights, interests, security and/or remedies under the LendersLoan Agreement and the other Loan Documents. The Administrative Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Borrower (on behalf for itself and each other Borrower and the successors, assigns, heirs and representatives of each of the Loan Partiesforegoing) (collectively, the “Releasors”) does hereby voluntarily fully, finally, unconditionally and knowingly releases irrevocably release and forever discharges the Agent, the Lenders discharge Lender and each of its Affiliates and its and their respective predecessorsmanagers, agentsmembers, partners, officers, directors, employees, attorneys, successors shareholders attorneys and assigns consultants in their capacities as or for the Lender (collectively, the “Released Parties”) from any and all possible debts, claims, demands, actions, causes of actionobligations, damages, costs, expenses attorneys’ fees, suits, demands, liabilities, actions, proceedings and liabilities whatsoevercauses of action, in each case, whether known or unknown, anticipated contingent or unanticipated, suspected or unsuspected, fixed, contingent direct or conditionalindirect, and of whatever nature or at description, and whether in law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of under contract, tort, violation of law or regulations, statute or otherwise, and that arise from which any LoansReleasor has heretofore had or now or hereafter can, the exercise shall or may have against any Released Party by reason of any rights and remedies under the Credit Agreement act, omission or other Loan Documentsthing whatsoever done or omitted to be done directly arising out of, and/or negotiation for and execution of connected with or related to this Amendment, includingthe Loan Agreement or any other Loan Document, without limitationor any act, any contracting forevent or transaction related or attendant thereto, charging, taking, reserving, collecting or receiving interest in excess the agreements of the highest lawful rate applicableLender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Fourth Amendment Effective Date.

Release. The Administrative Borrower In settlement of all disputes, obligations, commitments, or otherwise between the parties arising out of events occurring on or before the date set forth above (on behalf of the Loan Parties) hereby acknowledges and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent“Execution Date”), the Lenders undersigned and each of their respective predecessorsits heirs, agentslegal representatives, employeesassigns, attorneysofficers, successors directors, stockholders and assigns affiliates (collectively, collectively the “Released PartiesReleasors”) from releases and discharges any and all possible claims, claims or demands, actions, causes of action, damages, costs, expenses and liabilities whatsoeverany type or description, whether known or unknown, anticipated that have been asserted or unanticipatedcould have been asserted against the other parties hereto, suspected and its subsidiaries, and each of their respective officers, directors, agents, stockholders, employees, and affiliates, as of the date below, and all of their respective past, present or unsuspectedfuture directors, fixedofficers, contingent or conditionalshareholders, or at law agents, trustees, administrators, attorneys, employees and assigns (whether acting as agents for any of them or in equitytheir individual capacities) (collectively, in the “Releasees”), from any case originating in whole and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against the Released Partiesequitable theory, if anywhether contractual, irrespective of whether any such claims arise out of contractcommon-law, tortstatutory, violation of law or regulationsfederal, state, local, or otherwise), and that arise from any Loanswhether known or unknown, the exercise by reason of any rights act, omission, transaction or occurrence which Releasors ever had, now have or hereafter can, shall or may have against Releasees up to and remedies under including the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendmentdate hereof, including, without limitation, with respect to any contracting and all claims under or pursuant to the Share Exchange Agreement. Releasors further agree to indemnify Releasees to the fullest extent of the law with respect to the releases and discharges given hereunder. Without limiting the generality of the foregoing, Releasors hereby release and discharge Releasees shall or may have against Releasees for, chargingupon or by reason of any act, takingomission, reserving, collecting transaction or receiving interest in excess occurrence up to and including the date hereof. This Agreement may not be changed orally. The undersigned individually and on behalf of the highest lawful rate applicableReleasors represents and warrants that he has had the opportunity to consult with an attorney before signing this Agreement and that he has had the opportunity to consider the terms of this Agreement. The undersigned further represents and warrants that he has read this Agreement in its entirety, fully understands all of its terms, and voluntarily assents to all terms and conditions contained herein.

Release. The Administrative Borrower (on behalf In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, each Loan Parties) hereby acknowledges Party, for itself and agrees that no its successors, assigns, parents, subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Releasors”), jointly and severally with each other Loan Party has any defenseParty, counterclaimreleases, offsetremises, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquits and forever discharges the Agent, the Lenders Agent and each Cash Collateral Provider and each of their respective predecessorssubsidiaries, affiliates, officers, directors, employees, agents, employeesattorneys, attorneyspredecessors, successors and assigns assigns, both present and former (collectively, the “Released Parties”) of and from any and all possible claims, demands, manner of actions, causes of action, torts, suits, debts, controversies, damages, costsjudgments, expenses executions, claims and liabilities demands whatsoever, whether known asserted or unknownunasserted, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at in law or in equity, in any case originating in whole that exist or in part have occurred on or before prior to the date of this amendment is executed that Amendment, arising out of or relating to this Amendment, the Reimbursement Agreement or any Loan Party may Other Document which the Releasors ever had or now or hereafter have against any of the Released Parties, if anyincluding any presently existing claim whether or not presently suspected, irrespective of contemplated or anticipated. To the fullest extent permitted under Applicable Laws, the foregoing release applies to all Releasor claims, whether any such claims arise out of based in contract, tort, violation of law tort or regulations, or otherwiseany other theory, and that arise from any Loanssuch release shall extend to each Released Party notwithstanding the sole or concurrent negligence of every kind or character whatsoever, the exercise of any rights and remedies under the Credit Agreement whether active or other Loan Documentspassive, and/or negotiation for and execution of this Amendmentwhether an affirmative act or an omission. Furthermore, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess each of the highest lawful rate applicable.Loan Parties hereby covenants and agrees not to bring,

Release. The Administrative Borrower (In consideration of, among other things, the forbearance provided for herein, each of Holdings and the Borrower, on behalf of itself and its respective Subsidiaries and its and their respective successors and assigns (the Loan “Borrower Parties) hereby acknowledges ”), jointly and agrees that no Loan Party has any defenseseverally releases, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases acquits and forever discharges (in each case to the Agentextent permitted by applicable law) the Administrative Agent and each Lender (collectively, the Lenders “Lender Parties”), and each of their respective predecessorssubsidiaries, parents, affiliates, partners, officers, directors, employees, agents, employees, attorneys, successors and assigns assigns, both present and former (collectively, the “Released PartiesLenders’ Affiliates”) from any and all possible claims, demands, manner of actions, causes of action, suits, debts, controversies, damages, costsjudgments, expenses executions, claims (including without limitation crossclaims, counterclaims and liabilities rights of set-off and recoupment) and demands whatsoever, whether known or unknown, anticipated whether asserted or unanticipatedunasserted, suspected in contract, tort, law or unsuspectedequity which Holdings, fixedthe Borrower or any other Borrower Party has or may have against any of the Lender Parties and/or the Lenders’ Affiliates by reason of any action, contingent failure to act, matter or conditionalthing whatsoever arising from or based on facts occurring prior to the date hereof that relate to this Forbearance Agreement, the Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, including but not limited to any such claim or defense to the extent that it relates to (i) the making or administration of the Loans, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”, (ii) any covenants, agreements, duties or obligations set forth in the Loan Documents or (iii) any actions or omissions of any of the Lender Parties and/or the Lenders’ Affiliates in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or at law or in equity, in any case originating in whole or in part on or before equity with respect to the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable.

Release. The Administrative Borrower (on behalf For good and valuable consideration, the receipt and sufficiency of the Loan Parties) which are hereby acknowledges acknowledged, each Credit Party hereby, for itself and agrees that no Loan Party has any defenseits successors and assigns, counterclaimfully and without reserve, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges each of the Administrative Agent, the Lenders each Issuing Bank, each Lender and each of their the foregoing’s respective predecessorssuccessors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents, employeesaffiliates and other Related Parties (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, attorneysclaims, successors demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and assigns nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the date hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment, the Credit Agreement, any other Loan Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released PartiesMatters”) from ). Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 11 are intended to cover and be in full satisfaction for all possible claims, demands, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated any alleged injuries or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or damages arising in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have against connection with the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, Matters herein compromised and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablesettled.

Release. The Administrative Borrower (a. Effective on the date hereof, each Loan Party, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, and agrees that no Loan Party has officers, directors, employees, agents and attorneys, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of of, or claiming through it (each such party a “Releasing Party” and collectively, the Loan “Releasing Parties) ”), hereby voluntarily and knowingly releases waives, releases, remises and forever discharges the Agenteach Secured Party, the Lenders New Lender, each of their respective Affiliates, and each of their respective predecessorssuccessors in title, agentspast, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other Persons to whom any Secured Party would be liable if such Persons were found to be liable to any Loan Party (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses and liabilities whatsoeverof any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that which any Loan Party may ever had or now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Released PartiesAssignment, the Re-Tranching Transactions, this Amendment, the Loan Documents or the Secured Obligations or any matter related thereto, or to any acts or omissions of any such Releasee with respect to the Assignment, the Re-Tranching Transactions, this Amendment, the Loan Documents or the Secured Obligations or any matter related thereto, or to the lender-borrower, lender-guarantor or debtor-creditor relationship evidenced by the Loan Documents, in each case, arising from the beginning of time to and including the Amendment No. 4 Effective Date, except for the duties and obligations set forth in this Amendment (each a “Claim” and collectively, the “Claims”). As to each and every Claim released hereunder, each Loan Party 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 each provision of applicable federal or state law, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablepertaining to general releases.

Release. The Administrative Borrower (a) Without in any way limiting a Claim (as defined below) or potential Claim for breach of any representations, warranties or obligations under this Agreement, effective as of the Settlement Date, the Support Notes, on behalf of itself and its Representatives (as defined below) (collectively, the Loan “Holder Releasing Parties) ”), hereby acknowledges unconditionally and agrees that no Loan Party has any defenseirrevocably waives, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate releases and discharges the Company and all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agentdirectors, the Lenders and each of their respective predecessorsmanagers, officers, employees, equityholders, attorneys, subsidiaries, affiliates, attorneys, agents, employees, attorneys, representatives and their respective successors and assigns (collectively, the “Released PartiesRepresentatives”) of the Company from any and all possible claims, demands, actions, causes of action, damages, judgments, Liens, suits, losses, costs, expenses and liabilities whatsoeverof any kind (including, whether but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise) (collectively, “Claims”), known or unknown, anticipated or unanticipated, suspected or unsuspected, asserted or unasserted, fixed, contingent or conditional, or at law or in equity, arising out of or in any way relating to (a) the applicable Old Notes Indenture or the applicable Support Notes, or any other matters connected with such Old Notes Indenture or such Support Notes, in each case originating in whole by reason of any circumstance, action, cause or thing whatsoever to the extent arising (x) on or prior to the date hereof or (y) out of, or relating to, any actions, dealings or matters occurring on or prior to the date hereof for or on account of, or in part relation to, or in any way in connection with this Agreement or the Prospectus, Exchange Offers or Consent Solicitations, or (b) the existence or substance of the Information or the fact that the Information has not been disclosed to the Holder. The Holder Releasing Parties hereby represent that they have not assigned or transferred any interest in any Claims against the Company or any of its Representatives on or before prior to the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicablehereof.

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges Each Seller, for himself or herself and agrees that no Loan Party has any defensehis or her Affiliates, counterclaimheirs, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneyspersonal representatives, successors and assigns (collectively, the “Releasors”), hereby forever fully and irrevocably releases and discharges the Company, Buyer, Buyer’s subsidiaries, Buyer’s parent and their respective successors, directors, officers, employees, agents, and representatives (collectively, the “Released Parties”) from any and all possible actions, suits, claims, demands, actionsdebts, sums of money, accounts, reckonings, bonds, bills, covenants, Contracts, controversies, promises, judgments, Liabilities or obligations of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, or otherwise (including, claims for damages, costs, expenses expenses, and liabilities whatsoeverattorneys’, brokers’ and accountants’ fees and expenses) which the Releasors can, shall or may have against the Company, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixedunanticipated as well as anticipated and that now exist or may hereafter accrue based on matters now unknown as well as known (collectively, contingent the “Released Claims”), provided that Released Claims shall not include claims arising out of the breach or conditionalalleged breach of this Agreement or any other Transaction Documents or claims resulting from the fraud of any of the Released Parties. The Releasors hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or at law or in equityproceeding of any kind, in any case originating in whole or in part on court or before the date this amendment is executed that any Loan tribunal, against any Released Party may now or hereafter have against the based upon any Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess Claim. This release shall be effective as of the highest lawful rate applicableconsummation of the Closing.

Release. The Administrative Borrower (a) Effective on the date hereof, Borrower, for itself and on behalf of the Loan Parties) hereby acknowledges its successors, assigns, and agrees that no Loan Party has officers, directors, employees, agents and attorneys, and any defense, counterclaim, offset, cross-complaint, claim Person acting for or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) of, or claiming through it, hereby voluntarily and knowingly releases waives, releases, remises and forever discharges the AgentAgent and each Lender, the Lenders each of their respective Affiliates, and each of their respective predecessorssuccessors in title, agentspast, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, successors assigns, subsidiaries, shareholders, trustees, agents and assigns other professionals and all other persons and entities to whom Agent or any Lender would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Released PartiesReleasees”) ), from any and all possible past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, damages, costslosses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and liabilities whatsoevercollectively, the “Claims”), whether known or unknown, anticipated fixed or unanticipatedcontingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, fixedwhich Borrower ever had from the beginning of the world to the date hereof, contingent or conditionalnow has, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or might hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contractReleasee which relates, tortdirectly or indirectly to the Credit Agreement, violation of law or regulationsany other Loan Document, or otherwise, and that arise from to any Loans, the exercise acts or omissions of any rights and remedies under such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every claim released hereunder, and/or negotiation for Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and execution of this Amendmenthaving been so advised, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess specifically waives the benefit of the highest lawful rate applicableprovisions 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.”

Release. The Administrative Borrower (on behalf of the Loan Parties) hereby acknowledges and agrees that no Each Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the AgentAgents, the Lenders and each of their respective predecessorsparents, subsidiaries and affiliates, past or present, and each of them, as well as each of Agents’ and Lenders’ directors, officers, agents, servants, employees, shareholders, representatives, attorneys, administrators, executors, heirs, assigns, predecessors and successors in interest, and assigns all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated, and each of them (collectively, the “Released PartiesReleasees”) ), from and against any and all possible claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of actionaction in law or equity, obligations, controversies, debts, costs, expenses, damages, costsjudgments, expenses orders and liabilities whatsoeverof whatever kind or nature in law, equity or otherwise, whether known or unknown, anticipated fixed or unanticipatedcontingent, suspected or unsuspectedunsuspected by any Loan Party, fixedand whether concealed or hidden (collectively, contingent or conditional“Claims”), or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that which any Loan Party may now owns or hereafter have against the Released Partiesholds or has at any time heretofore owned or held, if any, irrespective of whether any such claims which are based upon or arise out of contractor in connection with any matter, tortcause or thing existing at any time prior to the date hereof or anything done, violation omitted or suffered to be done or omitted at any time prior to the date hereof in connection with the Financing Agreement, the other Loan Documents or this Amendment (collectively the “Released Matters”). Each Loan Party represents, warrants and agrees that in executing and entering into this release, they are not relying and have not relied upon any representation, promise or statement made by anyone which is not recited, contained or embodied in this Amendment or the Loan Documents. Each Loan Party has reviewed this release with the Loan Parties’ legal counsel, and understands and acknowledges the significance and consequence of law this release and of the specific waiver thereof contained herein. Each Loan Party understands and expressly assumes the risk that any fact not recited, contained or regulationsembodied therein may turn out hereafter to be other than, different from, or otherwisecontrary to the facts now known to any Loan Party or believed by any Loan Party to be true. Nevertheless, each Loan Party intends by this release to release fully, finally and forever all Released Matters and agrees that this release shall be effective in all respects notwithstanding any such difference in facts, and that arise from any Loansshall not be subject to termination, the exercise modification or rescission by reason of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest such difference in excess of the highest lawful rate applicable.facts. 9687378

Release. The Administrative Borrower (a. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and conditioned upon the substantial performance by the Company of its obligations hereunder you, on behalf of yourself and your successors, assigns, heirs and representatives (each, a “Releasing Party”), hereby release and forever discharge the Loan Parties) hereby acknowledges Company Entities (each, a “Released Party”), individually and agrees that no Loan Party has collectively, from any defenseand all claims, counterclaimdemands, offsetcauses of action, cross-complaintliabilities or obligations, claim known or demand unknown, pending or not pending, liquidated or not liquidated, of any every kind or and nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agents, employees, attorneys, successors and assigns (collectively, the “Released PartiesClaims”) from all possible claimswhich the Releasing Party has, demandshas had or may have against any one or more of the Released Parties arising out of, actions, causes of action, damages, costs, expenses and liabilities whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law based upon or in equityany way, in directly or indirectly, related to the Company’s business, your employment with the Company or the termination of such employment; provided, however, that this Agreement shall have no effect whatsoever upon: (i) the Company’s obligations, if any, to pay or provide all payments and benefits pursuant to this Agreement or your rights to enforce such obligations; (ii) any case originating in whole and all obligations of the Released Parties to defend, indemnify, hold harmless or in part on or before reimburse you under applicable law and/or under the date this amendment is executed that any Loan Party may now or hereafter have against respective charters and by-laws of the Released Parties, and/or pursuant to insurance policies, if any, irrespective for acts or omissions in your capacity as a director, officer and/or employee thereof; and (iii) any and all rights you may have to accrued vested benefits or entitlements under and in accordance with any applicable plan, agreement, program, award, policy or arrangement of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of this Amendmenta Released Party, including, without limitation, any contracting forthe CIC Agreement, chargingthe Employment Agreement, takingthe Long-Term Equity Incentive Awards, reserving, collecting or receiving interest in excess of the highest lawful rate applicableEmployee Awards and the Indemnification Agreement.

Release. The In consideration of, among other things, the Administrative Borrower (Agent’s, the Fronting Banks’ and the Lenders’ execution and delivery of this Amendment, the Borrower, on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defenseits agents, counterclaimrepresentatives, offsetofficers, cross-complaintdirectors, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessors, agentsadvisors, employees, attorneyssubsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the “Released Parties”) fullest extent permitted by law, each Releasee from any and all possible claimsclaims (including, demandswithout limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, liens, warranties, damages and consequential damages, costsjudgments, costs or expenses and liabilities whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known now existing or unknownhereafter arising, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or whether arising at law or in equityequity (collectively, the “Claims”), against any or all of the Credit Parties in any case originating capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts existing on or before the date this amendment is executed Amendment Effective Date, that any Loan Party may now or hereafter have against the Released Partiesrelate to, if any, irrespective of whether any such claims arise out of contractor otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith; or (ii) any aspect of the dealings or relationships between or among the Borrower, tort, violation of law or regulations, or otherwiseon the one hand, and any or all of the Credit Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by the Borrower of any Advances or other financial accommodations made by any Credit Party after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that arise from are based in whole or in part on facts existing on or prior to the date of receipt of any Loanssuch Advances or other financial accommodations. In entering into this Amendment, the exercise Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any rights and remedies under way on any such representations, acts and/or omissions or the Credit Agreement accuracy, completeness or other Loan Documents, and/or negotiation for and execution validity thereof. The provisions of this Section 10 shall survive the termination of this Amendment, includingthe Credit Agreement, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest the other Loan Documents and payment in excess full of the highest lawful rate applicableAdvances.

Release. The Administrative Borrower (on behalf Plaintiff and all members of the Loan Settlement Class, for themselves and their predecessors, heirs, executors, administrators, legal representatives (not including Class Counsel), successors, and assigns (collectively, “Releasing Parties) hereby acknowledges ”), forever release and agrees that no Loan Party has any defensedischarge SETTLING NORTEL DEFENDANTS, counterclaimand each of their present and former parents, offsetsubsidiaries, cross-complaintdivisions and affiliates, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly releases and forever discharges the Agent, the Lenders and each of their respective predecessorscurrent and former officers, directors, employees, agents, employeesinsurers, attorneysand attorneys (and the predecessors, successors heirs, executors, administrators, legal representatives, authorized representatives, successors, and assigns of each of the foregoing entities and individuals) (collectively, the “Released Parties”) from all possible claims, demands, actions, causes of action, damagesclaims, judgments, liens, indebtedness, costs, expenses damages, obligations, attorney’s fees, losses, liabilities, and liabilities whatsoeverdemands of whatever kind, source or character, whether arising under federal law or under the law of any of the 50 states, the District of Columbia, or any United States territory, or under the federal laws of Canada or any province or territory thereof, whether intentional or non-intentional, matured or unmatured, liquidated or unliquidated, arising on or before the date of this Agreement, and including but not limited to the Plaintiff’s claims under the New Jersey Consumer Protection Act, any other state consumer protection statutes, claims for restitution, disgorgement and unjust enrichment, and claims for negligent misrepresentation, all of which are, were, or could have been asserted against any of the Released Parties by reason of, or arising out of, or otherwise related or connected to the alleged written lease agreements entered into by the Settlement Class Members with NORVERGENCE, INC. for the lease of one or more Matrix boxes, Matrix SoHo boxes, or other network equipment provided by NORVERGENCE, INC. between January 1, 2001 and June 30, 2004, whether or not any such claim was or could have been asserted by any Releasing Party on its own behalf or on behalf of other persons or entities in the New Jersey Federal Action, the New Jersey State Action, the Adversary Proceeding or any other proceeding (collectively, “Released Claims”). In connection with the foregoing release, the Releasing Parties specifically intend to and do include all Released Claims, whether known or unknown, anticipated suspected or unanticipatedunsuspected, contingent or noncontingent, and without regard to the later discovery of other, additional, different, or currently unknown or unanticipated facts relating to the Released Claims, including but not limited to facts at odds with those which the Releasing Parties now believe to be true. The Parties agree that this waiver of known or unknown, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before noncontingent claims is sufficient under all federal laws and the date this amendment is executed that any Loan Party may now or hereafter have against the Released Parties, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, and that arise from any Loans, the exercise laws of any rights and remedies under the Credit Agreement other state or other Loan Documents, and/or negotiation for and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicableterritory.

Release. The Administrative Borrower (A) For value received, including without limitation, the agreements ofthe Lenders in this Agreement, each Loan Party, on behalf of itself and its successors and assigns, and its current and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, attorneys, advisors, consultants, and other representatives (collectively, the Loan “Releasing Parties) ”), hereby acknowledges absolutely, unconditionally, and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily and knowingly irrevocably releases and forever discharges the AgentAgent and the Lenders, the Lenders and each of their respective predecessorscurrent and former shareholders, members, parents, subsidiaries, divisions, affiliates, directors, officers, employees, agents, employees, attorneys, successors advisors, consultants, and assigns other representatives (collectively, the “Released Parties”) of and from any and all possible claimsclaims (including, demandswithout limitation, all counterclaims, crossclaims, defenses, rights of set-off and recoupment), actions, causes of action, damagesacts and omissions, costscontroversies, expenses demands, suits, and other liabilities (collectively, the “Claims”) of every kind or nature whatsoever, whether both in law and in equity, known or unknown, anticipated which any Releasing Party has or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equity, in any case originating in whole or in part on or before the date this amendment is executed that any Loan Party may now or hereafter have ever had against the Released PartiesParties prior to, if any, irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwisethrough, and that arise from any Loans, the exercise of any rights and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for and execution of including this Amendmentdate, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess Claims arising out of the highest lawful rate applicableexisting financing arrangements between the Borrower and the Lenders and any Claim of breach of the duty of good faith and fair dealing based on, among other things, the Released Parties’ exercise of discretion under the Loan Documents. The Loan Parties hereby represent and warrant that, on behalf of themselves and their successors, assigns and legal representatives, they have not sold, conveyed, assigned, pledged, hypothecated, or otherwise encumbered all or any part of the Claims released in this Section. The Loan Parties hereby acknowledge and agree that, on behalf of themselves and their successors, assigns and legal representatives, the Released Parties have at all times acted in good faith with regard to the consummation and administration of the Loan Documents. Each Loan Party acknowledges and agrees that, as of the date hereof, it does not have any Claim against the Released Parties, each of which such Loan Party, on behalf of itself and its successors, assigns and legal representatives, hereby expressly waives. Each Loan Party hereby confirms that the foregoing waiver and release is an informed waiver and release and is being freely given.

Release. The Administrative Borrower (Notwithstanding any other provision of this Agreement or any Security Document, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of the Loan Parties) hereby acknowledges itself and agrees that no Loan Party has any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its liability to repay the obligations or to seek affirmative relief or damages of any kind or nature from the Agent or the Lenders. The Administrative Borrower (on behalf of the Loan Parties) hereby voluntarily Affiliates and knowingly releases its and forever discharges the Agent, the Lenders and each of their respective predecessorsheirs, managers, members, directors, officers, employees, shareholders, Affiliates, agents, employeesrepresentatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby do fully and completely release and forever discharge the Indemnified Parties and any other Person, business or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Parties, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Parties, the “Released Parties”) ), of and from any and all possible claims, demands, actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and liabilities demands of any kind whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent or conditional, or at law or in equityequity or otherwise, in whether matured or unmatured, vested or contingent, whether or not resulting from acts or conduct of any case originating in whole or in part on all of them, that the Releasing Parties or before the date this amendment is executed that any Loan Party may now or hereafter of them have against the Released PartiesParties or any of them (whether directly or indirectly) as of the Closing Date that do not involve fraud or misrepresentation on the part of Agent or any Lender, if any, irrespective are known to the Releasing Parties as of whether any such claims arise out the Closing Date (or with the exercise of contract, tort, violation reasonable diligence should have been known to the Releasing Parties as of law or regulations, or otherwisethe Closing Date), and that arise from events occurring prior to the Closing Date. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s or any Loans, Lender’s decision to extend to Borrowers the exercise of any rights financial accommodations hereunder and remedies under the Credit Agreement or other Loan Documents, and/or negotiation for Documents and execution of this Amendment, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest has been relied upon by Agent and each Lender in excess of agreeing to make the highest lawful rate applicableLoan.