or any of the
other Loan Documents, nor constitute a waiver of any provision of the Credit
Agreement, any of the other Loan Documents or any existing Unmatured Event of
Default or Event of Default. Each reference in the Credit Agreement to "the
Agreement", "hereunder", "hereof", "herein", or words of like import, shall be
read as referring to the Credit Agreement as amended by this Agreement.
7.Reaffirmation; Waiver of Claims.
Company hereby acknowledges and confirms
that as of the date hereof, (i) the Credit Agreement and the other Loan
Documents remain in full force and effect, (ii) Company has no defenses to its
obligations under the Credit Agreement and the other Loan Documents, (iii) the
Liens of Administrative Agent under the Loan Documents secure all the
Obligations, are reaffirmed in all respects, continue in full force and effect,
have the same priority as before this Agreement, and are not impaired or
extinguished in any respect by this Agreement, and (iv) neither Company nor nay
other Loan Party has any claim against Administrative Agent, the Issuing Lender
or any Lender arising from or in connection with this Agreement, the Credit
Agreement or the other Loan Documents and any such claim is hereby irrevocably
waived and released and discharged forever (the foregoing is not intended to
waive any manifest errors in Administrative Agent's or any Lender's records with
respect to the Obligations). Until the Obligations are Paid in Full, Company
agrees and covenants that it is bound by the covenants and agreements set forth
in the Credit Agreement, Loan Document and in this Agreement. Company hereby
ratifies and confirms the Obligations. This Agreement does not create or
constitute, and is not, a novation of the Credit Agreement and the other Loan
Documents..
8.Release.
AS A MATERIAL PART OF THE CONSIDERATION FOR ADMINISTRATIVE AGENT
AND THE LENDERS ENTERING INTO THIS AGREEMENT,
3
COMPANY, FOR ITSELF AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
(COLLECTIVELY "RELEASOR") HEREBY FOREVER RELEASES, FOREVER WAIVES AND FOREVER
DISCHARGES ADMINISTRATIVE AGENT, THE ISSUING LENDER, EACH LENDER, EACH OF THEIR
AFFILIATES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS,
OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS,
REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER
ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS "LENDER GROUP"), JOINTLY AND
SEVERALLY, FROM ANY AND ALL CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS,
AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS,
OFFSETS, RIGHTS, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR
CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR IN EQUITY, AND WHETHER
ARISING UNDER, ARISING IN CONNECTION WITH, OR ARISING FROM, THE CREDIT
AGREEMENT, AND THE OTHER LOAN DOCUMENTS OR OTHERWISE, PRESENTLY POSSESSED,
WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR
UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR
UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, WHICH RELEASOR MAY HAVE OR
CLAIM TO HAVE, AGAINST ANY OF LENDER GROUP, IN EACH CASE TO THE EXTENT ARISING
OR ACCRUING PRIOR TO AND