bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally or by general principles of equity.
Section 15.
Further Assurances.
The Borrower
and other Loan Parties shall execute and deliver such other documents,
certificates, and instruments (including, for the avoidance of doubt, Security
Documents) and take such other actions or cause such other actions to be taken
as the Lender may request in order more effectively to consummate the
transactions contemplated hereby.
Section 16.
RELEASE.
IN CONSIDERATION OF THE
LENDER'S ENTERING INTO THIS AGREEMENT, THE BORROWER AND OTHER LOAN PARTIES EACH
HEREBY VOLUNTARILY, KNOWINGLY, UNCONDITIONALLY, AND IRREVOCABLY, WITH SPECIFIC
AND EXPRESS INTENT, FOR AND ON BEHALF OF ITSELF, ITS MANAGERS, MEMBERS,
DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AFFILIATES, AGENTS,
REPRESENTATIVES, ACCOUNTANTS, ATTORNEYS, SUCCESSORS, AND ASSIGNS AND THEIR
RESPECTIVE AFFILIATES (COLLECTIVELY, THE "RELEASING PARTIES") FULLY AND
COMPLETELY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS MANAGERS,
MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AFFILIATES, AGENTS,
REPRESENTATIVES, ACCOUNTANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE
9
"INDEMNIFIED PARTIES") AND ANY OTHER PERSON OR INSURER THAT MAY BE RESPONSIBLE
OR LIABLE FOR ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY OR WHO MAY BE LIABLE
FOR ANY INJURY OR DAMAGE RESULTING THEREFROM (COLLECTIVELY WITH THE INDEMNIFIED
PARTIES, THE "RELEASED PARTIES"), OF AND FROM ALL ACTIONS, CAUSES OF ACTION,
DAMAGES, CLAIMS, COUNTERCLAIMS, CROSSCLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES,
COSTS, EXPENSES, AND DEMANDS OF ANY KIND WHATSOEVER, WHETHER AT LAW OR IN
EQUITY, MATURED OR UNMATURED, VESTED OR CONTINGENT, OR KNOWN OR UNKNOWN, NOW
EXISTING OR ARISING HEREAFTER, THAT ANY RELEASING PARTY HAS AGAINST ANY RELEASED
PARTY RELATED TO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR
BY THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AS OF THE DATE HEREOF.
THE
BORROWER AND OTHER LOAN PARTIES EACH HEREBY ACKNOWLEDGES THAT THE FOREGOING
RELEASE IS A MATERIAL INDUCEMENT TO THE LENDER'S DECISION TO EXECUTE THIS
AGREEMENT AND THAT THE LENDER HAS RELIED THEREON IN AGREEING TO EXECUTE THIS
AGREEMENT.
EACH RELEASING PARTY WAIVES THE BENEFIT OF ANY LAW THAT MAY PROVIDE
IN SUBSTANCE THAT "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY IT, WOULD HAVE MATERIALLY AFFECTED ITS SETTLEMENT
WITH THE DEBTOR."
EACH RELEASING PARTY UNDERSTANDS THAT THE FACTS THAT IT
BELIEVES TO BE TRUE AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN
MAY LATER TURN OUT TO BE DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION
THAT IS NOT NOW KNOWN OR SUSPECTED MAY LATER BE DISCOVERED.
EACH RELEASING
PARTY ACCEPTS THIS POSSIBILITY, AND EACH ASSUMES THE RISK THAT FACTS MAY TURN
OUT TO BE DIFFERENT AND NEW INFORMATION MAY BE DISCOVERED.
EACH RELEASING PARTY
FURTHER AGREES THAT THE RELEASE PROVIDED HEREIN SHALL IN ALL RESPECTS CONTINUE
TO BE EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY
DIFFERENCE IN SUCH FACTS OR NEW INFORMATION.
Section 17.
Miscellaneous.
17.1.
This Agreement may be