REPRESENT AND WARRANT THAT IT HAS
NO CLAIMS (AS THE TERM IS DEFINED IN THIS PARAGRAPH), DEFENSES, OFFSETS, OR
COUNTERCLAIMS OF ANY NATURE WHATSOEVER AGAINST THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT, THE LENDERS AND THEIR RESPECTIVE PREDECESSORS, AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS,
AND ASSIGNS (COLLECTIVELY, THE "LENDER-RELATED PARTIES"). IT IS THE INTENTION OF
THE PARTIES THAT THE LENDER-RELATED PARTIES HAVE NO LIABILITY TO THE BORROWER OR
ANY GUARANTOR BY REASON OF ANYTHING OCCURRING PRIOR TO THE DATE OF THIS SECOND
AMENDMENT RELATING TO CLAIMS COVERED BY THIS SECOND AMENDMENT. ACCORDINGLY, THIS
SECOND AMENDMENT IS MADE TO COMPROMISE, RESOLVE, SETTLE, DISCHARGE, AND
TERMINATE ALL ACTUAL AND POTENTIAL CLAIMS OF THE BORROWER AND THE GUARANTORS BY
REASON OF ANYTHING OCCURRING PRIOR TO THE DATE OF THIS SECOND AMENDMENT RELATING
TO CLAIMS COVERED BY THIS SECOND AMENDMENT. THE TERM "CLAIMS" AS USED IN THIS
SECOND AMENDMENT MEANS ALL ACCOUNTS, AGREEMENTS, AVOIDANCE ACTIONS, BILLS,
BONDS, CAUSES, CAUSES OF ACTION, CHARGES, CLAIMS, COMPLAINTS, CONTRACTS,
CONTROVERSIES, COSTS, COUNTERCLAIMS, DAMAGES, DEBTS, DEMANDS, EQUITABLE
PROCEEDINGS, EXECUTIONS, EXPENSES, LEGAL PROCEEDINGS, LIABILITIES, LOSSES,
MATTERS, OBJECTIONS, OBLIGATIONS, ORDERS, PROCEEDINGS, RECKONINGS, REMEDIES,
RIGHTS, SETOFF, SUITS, SUMS OF MONEY, OF EVERY SORT AND DESCRIPTION, INCLUDING
BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF ANY SPECIAL RELATIONSHIP,
BREACH OR ABUSE OF ANY FIDUCIARY DUTY, CONCEALMENT, CONFLICTS OF INTEREST,
CONSPIRACY, COURSE OF CONDUCT OR DEALING, DEBT RECHARACTERIZATION, DECEIT,
DECEPTIVE TRADE PRACTICES, DEEPENING INSOLVENCY, DEFAMATION, CONTROL,
DISCLOSURE, DURESS, ECONOMIC DURESS, EQUITABLE SUBORDINATION, FRAUD, FRAUDULENT
CONVEYANCE, FRAUDULENT TRANSFER, GROSS NEGLIGENCE, INSOLVENCY LAW VIOLATIONS,
INTERFERENCE WITH CONTRACTUAL AND BUSINESS RELATIONSHIPS, MISREPRESENTATION,
MISUSE OF INSIDER INFORMATION, NEGLIGENCE, OBLIGATION OF FAIR DEALING,
OBLIGATION OF GOOD FAITH AND FAIR DEALING, OBLIGATION OF GOOD FAITH, PREFERENCE,
SECRECY, SECURITIES AND ANTITRUST LAWS VIOLATIONS, SUBSTANTIVE CONSOLIDATION,
TYING ARRANGEMENTS, UNCONSCIONABILITY, USURY, VIOLATIONS OF STATUTES AND
REGULATIONS OF GOVERNMENTAL ENTITIES, INSTRUMENTALITIES AND AGENCIES, WRONGFUL
SETOFF, WHETHER DIRECT AND INDIRECT, FIXED OR CONTINGENT, KNOWN OR UNKNOWN,
WHETHER SOUNDING IN TORT, OR BROUGHT UNDER CONTRACT OR STATUTE, AT LAW OR IN
EQUITY, WHETHER OR NOT LIQUIDATED, WHICH MAY HAVE ARISEN AT ANY TIME ON OR PRIOR
TO THE DATE OF THIS SECOND AMENDMENT AND WHICH WERE IN ANY MANNER RELATED TO ANY
OF THE LOAN DOCUMENTS OR THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT BY THE
ADMINISTRATIVE AGENT OR THE LENDERS OF RIGHTS, REMEDIES OR RECOURSES RELATED
THERETO. TO THE EXTENT THAT ANY CLAIMS, DEFENSES, OR OFFSETS EXIST AS OF THE
DATE HEREOF, THEY ARE HEREBY WAIVED AND RELEASED BY THE BORROWER AND EACH
GUARANTOR IN CONSIDERATION OF THE LENDERS' EXECUTION OF THIS SECOND AMENDMENT.
THE BORROWER AND EACH GUARANTOR REPRESENT AND WARRANT THAT IT HAS NOT ASSIGNED
ANY CLAIMS, OFFSETS OR DEFENSES TO ANY PERSON, INDIVIDUAL AND/OR ENTITY.
Section 8. Miscellaneous.
8.1 Reaffirmation of Loan Documents; Extension of Liens. Any and all of the
terms and provisions of the Credit Agreement and the Loan Documents shall,
except as amended and modified hereby, remain in full force and effect. The
amendments contemplated hereby shall not limit or impair any Liens securing the
Indebtedness, each of which