payable by the Borrower to the Agent and Lenders, are unconditionally owing by
the Borrower to the Agent and Lenders, as applicable, without offset, defense or
counterclaim of any kind, nature or description whatsoever.
16.
ACKNOWLEDGMENT OF RIGHTS; RELEASE OF CLAIMS. BORROWER AND EACH OTHER
LOAN PARTY HEREBY ACKNOWLEDGES THAT: (A) BORROWER AND NONE OF THE OTHER LOAN
PARTIES HAS NO DEFENSES, CLAIMS OR SET- OFFS TO THE ENFORCEMENT BY ANY LENDER OR
THE AGENT OF BORROWER'S OR SUCH APPLICABLE LOAN PARTY'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
AMENDMENT, EACH LENDER AND THE AGENT DO NOT WAIVE, DIMINISH OR LIMIT ANY TERM OR
CONDITION CONTAINED IN THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
BORROWER AND EACH OTHER LOAN PARTY HEREBY REMISES, RELEASES, ACQUITS, SATISFIES
AND FOREVER DISCHARGES THE LENDERS AND 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 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, WHETHER KNOWN OR UNKOWN,
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, BORROWER AND EACH
OTHER LOAN PARTY 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
AGENT AND EACH LENDER TO EXERCISE ITS RIGHTS AND REMEDIES DESCRIBED IN
THIS AMENDMENT; (B) ANY PROVISION OF THIS AMENDMENT OR THE LOAN DOCUMENTS; OR
(C) ANY CONDUCT OF THE LENDERS OR OTHER RELEASEES RELATING TO OR ARISING OUT OF
THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS ON OR PRIOR TO THE DATE HEREOF.
8
17.
Proxy and Attorney-In-Fact.
Borrower and the other Loan Parties
ratify and reaffirm the validity and enforceability of the appointment of the
Agent as proxy and attorney-in- fact under each applicable Loan Document and
reappoints the Agent as proxy and attorney-in- fact, which appointment is
irrevocable and coupled with an interest, for the purpose of carrying out the
provisions of the Guaranty and Security Agreement and the other Loan Documents,
as applicable.
18.
Tax Treatment.
The Loan Parties do not believe that the amendments
made pursuant to