ALSO
HAS OTHER PROVISIONS WHICH ARE BINDING UPON THE LENDERS AND THE HEDGING
CREDITORS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). PURSUANT TO THE EXPRESS
TERMS OF SECTION 8.1 OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT
DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.
(ii) EACH SECURED CREDITOR AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO
ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF EACH SECURED CREDITOR, AND
TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE)
BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
(iii) THE PROVISIONS OF THIS SECTION 14.18 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE
INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
EACH SECURED CREDITOR IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF
THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT
(AND NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY SECURED CREDITOR AS
TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
INTERCREDITOR AGREEMENT.
14.19 General Release; Indemnity. In consideration of, among
other things, the execution and delivery of this Agreement by the Administrative
Agent, the Collateral Agent and the Lenders, and any financial accommodations
which the Administrative Agent, the Collateral Agent or any Lender elects to
extend to the Borrower or any other Credit Party after the date hereof, each of
the Borrower and the other Credit Parties, on behalf of itself and its
successors and assigns (collectively, "Releasors"), hereby forever waives,
releases and discharges to the fullest extent permitted by law, and hereby
agrees to hold each Releasee (as defined below) harmless from, any and all
claims (including, without limitation, crossclaims, counterclaims, rights of
set-off and recoupment), causes of action, demands, suits, costs, expenses and
damages (collectively, the "Claims"), that any Releasor now has, of whatsoever
nature and kind, whether known or unknown, whether arising at law or in equity,
against any or all of the Administrative Agent, the Collateral Agent, the
Lenders, the Prior Administrative Agent, the Resigning Collateral Agent, the
Issuing Lenders (as such term is defined in the
-88-
Existing Credit Facility) and the Previous Lenders, in each case, in any
capacity and their respective affiliates, 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,
consultants, agents, attorneys and other representatives of each of the
foregoing (collectively, the "Releasees"), based in whole or in part on facts,
whether or not now known, existing on or before the Amendment and Restatement
Effective Date. The receipt by Borrower or any other Credit Party of any Loans
or other financial accommodations made by the Administrative Agent or any Lender
after the date hereof shall constitute a ratification, adoption,