NONE OF THE CREDIT PARTIES HAVE OFFSET RIGHTS, COUNTERCLAIMS OR
DEFENSES OF ANY KIND AGAINST ANY OF THEIR OBLIGATIONS, INDEBTEDNESS OR
LIABILITIES OWING TO ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT UNDER THE CREDIT DOCUMENTS; AND (C) EACH OF THE LENDERS, THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT HAVE HERETOFORE PROPERLY PERFORMED
AND SATISFIED IN A TIMELY MANNER ALL OF THEIR
OBLIGATIONS TO THE CREDIT PARTIES AND EACH OF THEIR RESPECTIVE SUBSIDIARIES.
THE CREDIT PARTIES ON THEIR OWN BEHALF AND ON BEHALF OF EACH OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND DISCHARGE THE LENDERS, THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT AND ALL OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS, FROM ANY AND ALL CLAIMS,
DEMANDS, ACTIONS OR CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATING TO
THE CREDIT DOCUMENTS AND ANY DOCUMENTS, INSTRUMENTS, AGREEMENTS (INCLUDING THIS
AGREEMENT), DEALINGS OR OTHER MATTERS CONNECTED WITH THE CREDIT DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, ALL KNOWN AND UNKNOWN MATTERS, CLAIMS,
TRANSACTIONS OR THINGS OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT
RELATED TO THE CREDIT DOCUMENTS.
THE WAIVERS, RELEASES, AND DISCHARGES IN THIS
PARAGRAPH SHALL BE EFFECTIVE REGARDLESS OF ANY OTHER EVENT THAT MAY OCCUR OR NOT
OCCUR ON OR AFTER THE DATE HEREOF.
5.03
NO WAIVER.
NOTHING IN THIS AGREEMENT SHALL EXTEND TO OR AFFECT IN
ANY WAY ANY OF THE RIGHTS OR OBLIGATIONS OF THE CREDIT PARTIES OR ANY OF THE
ADMINISTRATIVE AGENT'S, THE COLLATERAL AGENT'S OR THE LENDERS' OBLIGATIONS,
RIGHTS AND REMEDIES ARISING UNDER THE CREDIT DOCUMENTS, AND NONE OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS SHALL BE DEEMED TO
HAVE WAIVED ANY OR ALL OF ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY DEFAULT OR
EVENT OF DEFAULT EXISTING ON THE DATE HEREOF OR ARISING HEREAFTER.
5.04
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN CONFLICTS OF
LAWS PRINCIPLES THEREOF).
5.05
WAIVER OF JURY TRIAL.
THE CREDIT PARTIES HEREBY WAIVE THEIR RIGHTS
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, THE CREDIT DOCUMENTS OR ANY OF THE CREDIT
PARTIES' OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
OBLIGATIONS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE CREDIT PARTIES
SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM OR RIGHT THEY MAY HAVE TO RECOVER
IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE, ON ANY THEORY OF
LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (AS
OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A
RESULT OF, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
THE CREDIT
PARTIES CONFIRM THAT NONE OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY
OF THE LENDERS, NOR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OR
REPRESENTATIVES HAS INDICATED, EITHER ORALLY OR IN WRITING, THAT THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER