at all times maintained by and under the exclusive
control of Administrative Agent, which cash collateral account shall at all
times maintain a balance of not less than one hundred and five percent (105%) of
all LC Obligations at any time existing under such Letter of Credit. Nothing
contained in this Section 3.5 shall be deemed to constitute a waiver of any
rights, conditions or remedies of the Administrative Agent, the Lenders or their
respective affiliates under the Credit Agreement or any other Loan Document
(including, but not limited to, any such rights, conditions and/or remedies in
connection with any Default, Event of Default, or the occurrence of any Material
Adverse Event or of any other fact, event or occurrence under the Credit
Agreement or any other Loan Document, whether now or hereafter existing, and
whether or not now or hereafter known by Administrative Agent or any Lender). No
delay by Administrative Agent, any Lender or any of their respective affiliates
in exercising any rights or remedies or enforcing any conditions shall be deemed
a waiver of any such rights, conditions or remedies that
2
--------------------------------------------------------------------------------
Administrative Agent, Lenders or any such affiliate may now or hereafter have
with respect thereto, whether pursuant to the Credit Agreement and/or the other
Loan Documents, under any applicable UCC, at law, in equity, or otherwise. The
Administrative Agent, Lenders and their respective affiliates each expressly
hereby reserves and preserves all such rights, conditions and remedies that it
may now or hereafter have, any of which rights and remedies may be exercised at
any time hereafter in the Administrative Agent's, Lenders' or any such
affiliate's sole discretion in accordance with the Loan Documents and without
notice or demand of any kind or nature to Borrowers, any guarantor, or any other
Person now or hereafter interested in or liable for any of the Obligations."
4.General Release. IN CONSIDERATION OF, INTER ALIA, THE ADMINISTRATIVE AGENT'S
AND THE LENDERS' AGREEMENTS AND CONSIDERATION AS SET FORTH IN THE STANDSTILL
AGREEMENT (AS AMENDED HEREBY), INCLUDING, WITHOUT LIMITATION, ADMINISTRATIVE
AGENT'S AND THE LENDERS' AGREEMENTS TO MODIFY THE CREDIT AGREEMENT (AS AMENDED
HEREBY) AS DESCRIBED IN THE STANDSTILL AGREEMENT (AS AMENDED HEREBY), EACH
CREDIT PARTY HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND
WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE ADMINISTRATIVE
AGENT, THE LENDERS, CO-SYNDICATION AGENTS, LC ISSUER, AND EACH OF THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS,
ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE "RELEASED PARTIES" AND
INDIVIDUALLY A "RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS,
CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS,
DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN
OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS,
REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY
RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR
ACTIONS