to the contrary herein, all
capitalized terms used in this Seventh Amendment shall have the meaning set
forth in the Credit Agreement.
14.Counterparts; Signatures. This Seventh Amendment may be executed in
counterpart in accordance with Section 13.9 of the Credit Agreement. Delivery of
a signature page to this Seventh Amendment, the Joinder Agreements, the Note or
any other Loan Document by telecopy or other electronic means shall be effective
(for all purposes) as delivery of a manually executed counterpart of this
Seventh Amendment, the Joinder Agreements, the Note or any other Loan Document.
15.NO CLAIMS. EACH BORROWER HEREBY ACKNOWLEDGES THAT: (A) IT HAS NO DEFENSES,
CLAIMS OR SET-OFFS TO THE ENFORCEMENT BY ANY LENDER OR THE AGENT OF SUCH
BORROWER'S LIABILITIES, OBLIGATIONS AND AGREEMENTS ON THE DATE HEREOF; (B) TO
ITS KNOWLEDGE, EACH LENDER AND THE AGENT HAVE FULLY PERFORMED ALL UNDERTAKINGS
AND OBLIGATIONS OWED TO IT AS OF THE DATE HEREOF; AND (C) EXCEPT TO THE LIMITED
EXTENT EXPRESSLY SET FORTH IN THIS SEVENTH AMENDMENT, EACH LENDER AND THE AGENT
DO NOT WAIVE, DIMINISH OR LIMIT ANY TERM OR CONDITION CONTAINED IN THE CREDIT
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY REMISES,
RELEASES, ACQUITS, SATISFIES AND FOREVER DISCHARGES THE LENDERS AND THE AGENT,
THEIR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PREDECESSORS, ATTORNEYS AND ALL
OTHERS ACTING OR PURPORTING TO ACT ON BEHALF OF OR AT THE DIRECTION OF THE
LENDERS AND THE AGENT ("RELEASEES"), OF AND FROM ANY AND ALL MANNER OF ACTIONS,
CAUSES OF ACTION, SUIT, DEBTS, ACCOUNTS, COVENANTS, CONTRACTS, CONTROVERSIES,
AGREEMENTS, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER, IN LAW
OR IN EQUITY, WHICH ANY OF SUCH PARTIES EVER HAD, NOW HAS OR, TO THE EXTENT
ARISING FROM OR IN CONNECTION WITH ANY ACT, OMISSION OR STATE OF FACTS TAKEN OR
EXISTING ON OR PRIOR TO THE DATE HEREOF, MAY HAVE AFTER THE DATE HEREOF AGAINST
THE RELEASEES, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER
THROUGH THE DATE HEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
BORROWER WAIVES AND AFFIRMATIVELY AGREES NOT TO ALLEGE OR
OTHERWISE PURSUE ANY DEFENSES, AFFIRMATIVE DEFENSES, COUNTERCLAIMS, CLAIMS,
CAUSES OF ACTION, SETOFFS OR OTHER RIGHTS THEY DO, SHALL OR MAY HAVE AS OF THE
DATE HEREOF, INCLUDING, BUT NOT LIMITED TO, THE RIGHTS TO CONTEST: (A) THE RIGHT
OF THE AGENT AND EACH LENDER TO EXERCISE ITS RIGHTS AND REMEDIES DESCRIBED IN
THIS SEVENTH AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (B) ANY PROVISION OF
THIS SEVENTH AMENDMENT OR ANY OF THE OTHER THE LOAN DOCUMENTS; OR (C) ANY
CONDUCT OF THE LENDERS OR OTHER RELEASEES RELATING TO OR ARISING OUT OF THE
CREDIT AGREEI\1ENT OR THE OTHER LOAN DOCUI\1ENTS ON OR PRIOR TO THE DATE HEREOF.
16.Laws of Texas. This Seventh Amendment shall be construed in accordance with
and governed by the laws of the State of Texas (without giving effect to
principles of conflict of laws).
17.No Oral Agreements. Each of the undersigned parties hereby covenant and agree
as follows:
(a)The