In order to induce the Agent and the Lenders to enter into this Agreement, each of the Borrower and the Guarantors, on behalf of themselves and their respective Related Parties (collectively, the “ Releasing Parties ”), acknowledges and agrees that: (a) none of the Releasing Parties has any claim or cause of action against the Agent or any of the Lenders or any of their respective Related Parties (collectively, the “ Released Parties ”) relating to or arising out of the Credit Agreement, the Loan Documents or any agreement entered into in connection therewith; (b) to the actual (and not constructive or imputed) knowledge of any officer of the Guarantors or the Borrower, none of the Releasing Parties has any offset right, counterclaim or defense of any kind against any of their respective obligations, Indebtedness or liabilities to the Agent or any of the Lenders; and (c) the Agent and each of the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower and its Subsidiaries under the Credit Agreement and the other Loan Documents to which it is a party. Each of the Guarantors and the Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent’s or the Lenders’ rights, interests, contracts, or remedies under the Credit Agreement and the other Loan Documents, whether known or unknown, as applicable. Therefore, each of the Borrower and the Guarantors, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or Indebtedness of any kind of the Agent and the Lenders to the Releasing Parties, except the obligations to be performed by any of them on or after the date hereof as expressly stated in the Credit Agreement and the other Loan Documents, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Releasing Parties might otherwise have against any of the Released Parties, in each case under clause (x) or clause (y), (A) whether known or unknown, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, Indebtedness, claim, cause of action, defense, circumstance or matter of any kind, (B) other than any such liabilities, obligations, claims, causes of action or suits resulting from the gross negligence or willful misconduct of the Agent or any Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to or arising out of the Credit Agreement, the Loan Documents or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and each of the Guarantors and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect or consequential damages relating to the Credit Agreement and the other Loan Documents or arising out of activities in connection herewith or therewith (whether before, on or after the date hereof).