ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY
WAY CONNECTED TO, AND ANY AND ALL DEALINGS BETWEEN THE ADMINISTRATIVE AGENT,
LENDERS AND BORROWERS RELATED TO, THIS AGREEMENT, THE LOAN DOCUMENTS, THE
GUARANTY AGREEMENTS, THE LOANS, THE NOTES, OR THE COLLATERAL, IRRESPECTIVE OF
WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE LOAN DOCUMENTS, OR THE GUARANTY AGREEMENTS, THE NEGOTIATION FOR AND
EXECUTION OF THIS AGREEMENT, OR ANY SETTLEMENT NEGOTIATIONS (ALL OF THE
FOREGOING HEREINAFTER CALLED THE "RELEASED MATTERS"); AND BORROWERS HEREBY
COVENANT AND AGREE NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY,
NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION
OF, ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF
ANY NATURE AGAINST ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATED TO THE
RELEASED MATTERS AND/OR ADMINISTRATIVE AGENT OR LENDERS' ACTIONS, OMISSIONS,
STATEMENTS, REQUESTS OR DEMANDS PRIOR TO THE DATE HEREOF IN ADMINISTERING,
ENFORCING, MONITORING, COLLECTING OR ATTEMPTING
53
TO COLLECT THE INDEBTEDNESS AND OTHER OBLIGATIONS OF BORROWERS UNDER THE LOAN
DOCUMENTS;
(C)
BORROWERS ACKNOWLEDGE THAT THE AGREEMENTS IN THIS PARAGRAPH ARE
INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES TO
BORROWERS AND THEIR SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, ASSIGNS
AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH THE RELEASED
MATTERS;
(D)
BORROWERS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE NOT
PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR INTEREST
OF BORROWERS IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING
CONSTITUTES A FULL AND COMPLETE RELEASE OF BORROWERS' CLAIMS, IF ANY, WITH
RESPECT TO ALL RELEASED MATTERS; AND
(E)
THE PROVISIONS OF THIS SECTION 7.24(E) AND THE REPRESENTATIONS,
WARRANTIES, RELEASES, WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS,
AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL
CONSIDERATION FOR AND INDUCEMENT TO ADMINISTRATIVE AGENT AND LENDERS ENTERING
INTO THIS AGREEMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR
ESTABLISHING ANY DUTY, OBLIGATION OR LIABILITY OF ADMINISTRATIVE AGENT OR
LENDERS TO BORROWERS, GUARANTORS, OR ANY OTHER PERSON, AND (C) SHALL NOT BE USED
AS EVIDENCE AGAINST ADMINISTRATIVE AGENT OR LENDERS BY BORROWERS, GUARANTORS OR
ANY OTHER PERSON FOR ANY PURPOSE.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES TO THIS AGREEMENT.
THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES TO THIS AGREEMENT.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES TO THIS AGREEMENT.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED and DELIVERED under seal as of the date first set forth above.
Address for Notices for all Borrowers: