Reference
. Each of the Credit Parties, the Administrative Agent and the Lenders agrees
that any reference contained herein to the DIP Order shall include all terms,
conditions and provisions of such DIP Order and that the DIP Order is
incorporated herein for all purposes. To the extent there is any conflict or
inconsistency between the terms of any of the Loan Documents and the terms of
the DIP Order, the terms of the DIP Order shall govern.
eb.CREDIT PARTY RELEASE
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. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND THE LENDERS PARTY HERETO TO ENTER INTO THIS AGREEMENT, EACH
CREDIT PARTY HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY
RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, EACH LENDER PARTY HERETO, THE
ISSUING BANK, THE PRE-PETITION AGENT, THE PRE-PETITION LENDERS, ANY OF THEIR
RESPECTIVE AFFILIATES (INCLUDING ANY SECURED PARTY AND ANY PRE-PETITION SECURED
PARTY) OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS
OR ASSIGNS (COLLECTIVELY, THE "LENDER-RELATED PARTIES") FROM, AND COVENANTS NOT
TO SUE THE LENDER-RELATED PARTIES FOR, ANY AND ALL SETOFFS, COUNTERCLAIMS,
ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES,
DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT,
NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED,
UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR
PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, IN EACH CASE, SOLELY
ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS OR PRE-PETITION
LOAN DOCUMENTS, WHICH ANY CREDIT PARTY NOW OWNS AND HOLDS, OR HAS AT ANY TIME
HERETOFORE OWNED OR HELD, OR OWNS OR HOLDS ON THE DATE ON WHICH ANY BORROWING
(OR DEEMED BORROWING) IS MADE HEREUNDER OR ANY LETTER OF CREDIT IS ISSUED (OR
DEEMED ISSUED) HEREUNDER, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH
FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH
WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS
OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER
RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY CREDIT PARTY AND SHALL NOT
IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER MADE BY ANY
CREDIT PARTY IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES.
Article XIII.
Guarantee
ec.Guarantee; Limitation of Liability.
105.Each Guarantor, jointly and severally, hereby absolutely, unconditionally
and irrevocably guarantees (this "Guarantee") the performance and punctual
payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all Indebtedness of each
other Credit Party now or hereafter existing under or in respect of the Loan
Documents, whether direct or indirect, absolute or contingent, and whether for
principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise, and agrees to pay any and all reasonable
out-of-pocket expenses
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(including reasonable out-of-pocket fees and expenses of counsel to the extent
reimbursable pursuant