A.
EACH BORROWER AND GUARANTOR HEREBY
ACKNOWLEDGES AND AGREES THAT, AS OF THE THIRD AMENDMENT EFFECTIVE DATE, NO RIGHT
OF OFFSET, DEFENSE, COUNTERCLAIM, CLAIM, CAUSE OF ACTION OR OBJECTION IN FAVOR
OF ANY BORROWER AND GUARANTOR AGAINST THE LENDERS (INCLUDING ALL LENDERS PRIOR
TO THE THIRD AMENDMENT EFFECTIVE DATE) OR THE AGENT, ANY OTHER AGENT OR ANY
ISSUER
6
EXISTS ARISING OUT OF OR WITH RESPECT TO (I) THE INDEBTEDNESS, THE LOAN
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (II) ANY OTHER DOCUMENTS
EVIDENCING, SECURING OR IN ANY WAY RELATING TO THE FOREGOING, OR (III) THE
ADMINISTRATION OR FUNDING OF THE LOANS, THE COMMITMENT OR THE ISSUANCE OF
LETTERS OF CREDIT OR TRI-PARTY AGREEMENTS.
B.
EACH BORROWER AND GUARANTOR HEREBY
EXPRESSLY WAIVES, RELEASES AND RELINQUISHES ANY AND ALL DEFENSES, SETOFFS,
CLAIMS, COUNTERCLAIMS, CAUSES OF ACTION OR OBJECTIONS, IF ANY, AGAINST SUCH
LENDERS, THE AGENT, THE OTHER AGENTS OR ANY ISSUER, WHETHER KNOWN OR UNKNOWN,
BOTH AT LAW AND IN EQUITY, ONLY TO THE EXTENT ARISING OUT OF ANY MATTER, CAUSE
OR EVENT OCCURRING ON OR PRIOR TO THE THIRD AMENDMENT EFFECTIVE DATE.
C.
EACH BORROWER AND GUARANTOR FOR ITSELF,
EACH OTHER BORROWER AND GUARANTOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS IN
INTEREST AND ANY PERSON THAT MAY DERIVATIVELY OR OTHERWISE ASSERT A CLAIM
THROUGH OR BY ANY OF THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW (COLLECTIVELY, THE "RELEASORS") WAIVES AND RELEASES AGAINST EACH AGENT, EACH
ISSUER AND EACH LENDER AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS,
REPRESENTATIVES, CONSULTANTS, ATTORNEYS, FIDUCIARIES, SERVANTS, OFFICERS,
DIRECTORS, PARTNERS, PREDECESSORS, SUCCESSORS AND ASSIGNS, SUBSIDIARY
CORPORATIONS, PARENT CORPORATIONS, RELATED CORPORATE DIVISIONS, PARTICIPANTS AND
ASSIGNS (COLLECTIVELY, THE "RELEASEES"), AND COVENANTS NOT TO COMMENCE OR PURSUE
ANY LITIGATION OR ACTION, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, DEBTS, SUMS
OF MONEY, ACCOUNTS, BONDS, BILLS, COVENANTS, CONTRACTS, CONTROVERSIES,
AGREEMENTS, PROMISES, SETOFFS, RECOUPMENTS, COUNTERCLAIMS, DEFENSES, EXPENSES,
DAMAGES AND/OR JUDGMENTS, WHATSOEVER IN LAW OR IN EQUITY (WHETHER MATURED,
UNMATURED, CONTINGENT OR NON-CONTINGENT) THAT RELATE IN ANY WAY, EITHER DIRECTLY
OR INDIRECTLY, TO THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENTS, THE TRANSACTIONS
CONTEMPLATED THEREBY OR ANY ACTION BY AGENTS, LENDERS OR ANY OTHER RELEASEE IN
ANY WAY RELATED THERETO, WHETHER KNOWN OR UNKNOWN, WHICH EACH OF THE RELEASORS
HAD, NOW HAS OR MAY HAVE, IN EACH CASE ONLY TO THE EXTENT ARISING OUT OF ANY
MATTER, CAUSE OR EVENT OCCURRING PRIOR TO THE THIRD AMENDMENT EFFECTIVE DATE.
EACH OF THE RELEASORS HEREBY AGREES THAT FEDERAL OR STATE LAWS, RIGHTS, RULES OR
LEGAL PRINCIPLES OF ANY OTHER JURISDICTION WHICH MAY BE APPLICABLE THERETO, TO
THE EXTENT THAT THEY APPLY TO THE MATTERS RELEASED HEREBY, ARE KNOWINGLY AND
VOLUNTARILY WAIVED AND RELINQUISHED BY SUCH RELEASORS, TO THE FULL EXTENT THAT
SUCH RIGHTS AND BENEFITS PERTAINING TO THE MATTERS RELEASED HEREIN MAY BE
WAIVED, AND EACH OF THE RELEASORS HEREBY AGREES AND ACKNOWLEDGES THAT THIS
WAIVER IS AN ESSENTIAL TERM OF THIS AMENDMENT, WITHOUT WHICH AGENT AND LENDERS
WOULD NOT HAVE ENTERED INTO THIS AMENDMENT.
EACH OF THE RELEASORS REPRESENTS
AND