HEREAFTER. SUBJECT TO THE
FOREGOING, THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE ENTIRE
AGREEMENT OF THE CREDIT PARTIES, ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND
THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND THERE ARE
NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE
AGENT OR ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET
FORTH OR REFERRED TO HEREIN OR IN THE OTHER CREDIT DOCUMENTS. 10.23. RELEASE. IN
CONSIDERATION OF THE AGREEMENTS CONTAINED HEREIN, THE SUFFICIENCY OF WHICH IS
HEREBY ACKNOWLEDGED, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EACH
CREDIT PARTY HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES AGENTS, THE
LENDERS AND THEIR RESPECTIVE RELATED PARTIES (EACH, A "RELEASED PERSON") OF AND
FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND
CAUSES OF ACTION WHATSOEVER WHICH SUCH CREDIT PARTY MAY NOW HAVE OR CLAIM TO
HAVE ON AND AS OF THE CLOSING DATE AGAINST ANY RELEASED PERSON, WHETHER
PRESENTLY KNOWN OR UNKNOWN, LIQUIDATED OR UNLIQUIDATED, SUSPECTED OR
UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, AND OF EVERY NATURE AND EXTENT
WHATSOEVER WITH RESPECT TO THE ORIGINAL CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY (COLLECTIVELY, "CLAIMS").
EACH CREDIT PARTY REPRESENTS AND WARRANTS TO AGENTS AND THE LENDERS THAT IT HAS
NOT GRANTED OR PURPORTED TO GRANT TO ANY OTHER PERSON ANY INTEREST WHATSOEVER IN
ANY CLAIM, AS SECURITY OR OTHERWISE. EACH CREDIT PARTY JOINTLY AND SEVERALLY
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EACH RELEASED PERSON FROM AND AGAINST
ANY AND ALL CLAIMS AND ANY LOSS, COST, LIABILITY, DAMAGE OR EXPENSE (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES) INCURRED BY ANY RELEASED PERSON IN
INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, PROVIDING EVIDENCE OR PRODUCING
DOCUMENTS IN CONNECTION WITH OR TAKING OTHER ACTION IN RESPECT OF ANY COMMENCED
OR THREATENED CLAIM. [Remainder of page intentionally left blank]
[newtekgoldmanarcreditand130.jpg]
[Signature Page to Newtek A&R Credit and Guaranty Agreement] IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above. COMPANIES: UNIVERSAL PROCESSING SERVICES OF WISCONSIN LLC By: /s/
Barry Sloane Name: Barry Sloane Title: Chief Executive Officer CRYSTALTECH WEB
HOSTING, INC. By: /s/ Barry Sloane Name: Barry Sloane Title: Chief Executive
Officer ADR PARTNERS, LLC By: /s/ Kerri Agee Name: Kerri Agee Title: SMALL
BUSINESS LENDING, LLC By: /s/ Barry Sloane Name: Barry Sloane Title: President
PREMIER PAYMENTS LLC By: /s/ Barry Sloane Name: Barry Sloane Title: Chief
Executive Officer
[newtekgoldmanarcreditand131.jpg]
[Signature Page to Newtek A&R Credit and Guaranty Agreement] PARENT: NEWTEK
BUSINESS SERVICES CORP. By: /s/ Barry Sloane Name: Barry Sloane Title: Chief
Executive Officer HOLDING COMPANIES: BANC-SERV ACQUISITION, INC. By: /s/ Barry
Sloane Name: Barry Sloane Title: Chief Executive Officer NEWTEK BUSINESS
SERVICES HOLDCO 1, INC. By: /s/ Barry Sloane Name: Barry Sloane Title: Chief
Executive Officer WILSHIRE: WILSHIRE HOLDINGS I, INC. By: /s/ Barry Sloane Name:
Barry Sloane Title: President TWG: THE WHITESTONE GROUP, LLC By: /s/ Barry
Sloane Name: Barry