in full force and effect and binding on
such Obligor, and are enforceable in accordance with their respective terms and
applicable law. Each Obligor hereby grants to the Agent, for the benefit of the
Secured Parties, or confirms that the Agent already possesses, Liens and
security interests in the Collateral, as security for all of the Obligations (in
the case of the U.S. Facility Obligors) or Canadian Facility Obligations (in the
case of the Canadian Facility Obligors). In addition, each Obligor hereby agrees
and confirms that the Agent, as a depository bank, has control over all Deposit
Accounts of the Obligors and the contents thereof that are maintained with it.
By its execution hereof and thereof, each Obligor (in its individual capacity
and in its capacity as member, shareholder or partner of each other Obligor, as
applicable) acknowledges, ratifies and reaffirms all of the terms and provisions
of the Loan Documents and the enforceability thereof against it, which terms and
provisions, except as modified herein, are incorporated by reference as of the
Effective Date as if set forth herein including, without limitation, all
promises, agreements, warranties, representations, covenants, releases, and
indemnifications contained therein. Without limitation of the foregoing, each
Borrower hereby acknowledges, ratifies and confirms the Loan Agreement and all
of its debts and obligations to the Agent and the Lenders thereunder; each U.S.
Domiciled Obligor hereby acknowledges, ratifies and confirms its guaranty of the
Obligations under the Loan Agreement and all of its debts and obligations to the
Agent and the Lenders thereunder; and each Canadian Domiciled Obligor hereby
acknowledges, ratifies and confirms its guaranty of the Canadian Facility
Obligations under the Loan Agreement and all of its debts and obligations to the
Agent and the Lenders thereunder.
10. NO CLAIMS; RELEASE. EACH OBLIGOR (IN ITS OWN RIGHT AND ON BEHALF OF ITS
PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS) HEREBY EXPRESSLY
AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT, AS OF THE DATE HEREOF, IT HAS
NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF
ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE, WHETHER CONTINGENT,
NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED,
UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR
PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST AGENT, ANY
LENDER, ANY ISSUING BANK, ANY OF THEIR AFFILIATES OR ANY OF THEIR OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES,
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ATTORNEYS, CONSULTANTS TO ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR
RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE
"LENDER-RELATED PARTIES") OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION,
SET ASIDE OR SUBORDINATION OF THE OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS
OF AGENT. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE AGENT, THE LENDERS
AND THE ISSUING BANKS TO ENTER INTO THIS AGREEMENT, EACH OBLIGOR HEREBY
KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER
DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE THE
LENDER-RELATED PARTIES FOR, ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS,
RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS
AND EXPENSES OF