INCOME TAX REFUNDS RECEIVED HEREAFTER BY OR FOR THE
BENEFIT OF THE COMPANY OR ANY SUBSIDIARY GUARANTOR, AND ITS OBLIGATIONS UNDER
SECTION 6.16, AS AMENDED BY AMENDMENT NO. 11.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS WAIVER SHALL NOT
OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE ADMINISTRATIVE AGENT OR
ANY LENDER UNDER THE CREDIT AGREEMENT OR ANY CREDIT DOCUMENT, NOR CONSTITUTE A
WAIVER OF ANY PROVISION OF THE CREDIT AGREEMENT OR ANY CREDIT DOCUMENT, EXCEPT
AS SPECIFICALLY SET FORTH HEREIN.
UPON THE EFFECTIVENESS OF THIS WAIVER, EACH
REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF",
"HEREIN" OR WORDS OF SIMILAR IMPORT SHALL MEAN AND BE A REFERENCE TO THE CREDIT
AGREEMENT AS AMENDED HEREBY.
5.
RELEASE OF CLAIMS AND WAIVER.
EACH OF THE COMPANY AND THE
SUBSIDIARY GUARANTORS HEREBY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES
EACH OF THE LENDERS AND SUCH LENDER'S EMPLOYEES, AGENTS, REPRESENTATIVES,
CONSULTANTS, ATTORNEYS, FIDUCIARIES, SERVANTS, OFFICERS, DIRECTORS, PARTNERS,
PREDECESSORS, SUCCESSORS AND ASSIGNS, SUBSIDIARY CORPORATIONS, PARENT
CORPORATIONS, AND RELATED CORPORATE DIVISIONS (ALL OF THE FOREGOING HEREINAFTER
CALLED THE "RELEASED PARTIES"), FROM ANY AND ALL ACTIONS AND CAUSES OF ACTION,
JUDGMENTS, EXECUTIONS, SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS,
DAMAGES AND EXPENSES OF ANY AND EVERY CHARACTER, KNOWN OR UNKNOWN, DIRECT AND/OR
INDIRECT, AT LAW OR IN EQUITY, OF WHATSOEVER KIND OR NATURE, 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 WAY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS WAIVER,
THE COLLATERAL, THE LOANS, THE CREDIT AGREEMENT, OR THE OTHER CREDIT DOCUMENTS
(ALL OF THE FOREGOING HEREINAFTER CALLED THE "RELEASED MATTERS").
EACH OF
THE COMPANY AND THE SUBSIDIARY GUARANTORS ACKNOWLEDGES THAT THE AGREEMENTS IN
THIS PARAGRAPH 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 THE SUBSIDIARY GUARANTORS REPRESENTS AND WARRANTS TO THE LENDERS
THAT IT HAS NOT PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT,
TITLE OR INTEREST OF THE COMPANY OR THE SUBSIDIARY GUARANTORS IN ANY RELEASED
MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL AND
COMPLETE RELEASE OF ALL RELEASED MATTERS.
6.
COSTS AND EXPENSES.
THE COMPANY HEREBY AFFIRMS ITS OBLIGATIONS
UNDER SECTION 9.03 OF THE CREDIT AGREEMENT TO REIMBURSE THE ADMINISTRATIVE AGENT
FOR ALL REASONABLE COSTS AND OUT-OF-POCKET EXPENSES PAID OR INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION
AND DELIVERY OF THIS WAIVER, INCLUDING BUT NOT LIMITED TO THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF ATTORNEYS FOR THE ADMINISTRATIVE AGENT WITH RESPECT
THERETO.
7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF).
3
8.
HEADINGS.
SECTION HEADINGS IN THIS WAIVER ARE INCLUDED HEREIN
FOR CONVENIENCE OF