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 AGREEMENT, WITHOUT
AGENTS AND LENDERS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
EACH OF THE
RELEASORS REPRESENTS AND WARRANTS THAT IT HAS NOT PURPORTED TO TRANSFER, ASSIGN,
PLEDGE OR OTHERWISE CONVEY ANY OF ITS RIGHT, TITLE OR INTEREST IN ANY MATTER
RELEASED HEREBY TO ANY OTHER PERSON.
IN CONNECTION WITH THE RELEASE IN THIS
AGREEMENT, EACH OF THE RELEASORS ACKNOWLEDGES THAT IT IS AWARE IT MAY HEREAFTER
DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR
DIFFERENT FROM THOSE WHICH SUCH LOAN PARTIES NOW KNOWS OR BELIEVES TO BE TRUE,
WITH RESPECT TO THE MATTERS RELEASED HEREIN.
NEVERTHELESS, IT IS EACH OF THE
RELEASORS' INTENT IN EXECUTING THIS AGREEMENT TO FULLY, FINALLY AND FOREVER
RELEASE AND SETTLE SUCH MATTERS TO THE EXTENT THEY ARISE OUT OF ANY MATTER,
CAUSE OR EVENT OCCURRING PRIOR TO THE CLOSING DATE.
IN MAKING THIS RELEASE,
EACH OF THE RELEASORS HAS CONSULTED WITH COUNSEL CONCERNING THE EFFECT THEREOF.
13.27.2
LIMITED WAIVER.
UPON THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 4, THE BORROWER AND GUARANTOR HEREBY REPRESENT AND WARRANT THAT NO
DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO SUCH BORROWER OR GUARANTOR HAS
OCCURRED AND CONTINUES TO EXIST OTHER THAN ANY DEFAULT OR EVENT OF DEFAULT
ARISING OUT OF THE FACTS AND CIRCUMSTANCES DESCRIBED ON SCHEDULE 13.27.2.
IN
RELIANCE UPON SUCH REPRESENTATION AND WARRANTY, THE UNDERSIGNED LENDERS HEREBY
WAIVE ANY DEFAULTS OR EVENTS OF DEFAULT ARISING UNDER THE EXISTING CREDIT
AGREEMENT AND CONTINUING TO EXIST THEREUNDER IMMEDIATELY PRIOR TO THE OCCURRENCE
OF THE CLOSING DATE AND IMMEDIATELY PRIOR TO GIVING EFFECT TO THE CONSUMMATION
OF THE TRANSACTIONS ON THE CLOSING DATE (COLLECTIVELY, THE "PRIOR EVENTS OF
DEFAULT").
WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF THE COVENANTS
SET FORTH IN THIS AGREEMENT, THE WAIVER SET FORTH HEREIN SHALL BE LIMITED
PRECISELY AS WRITTEN AND RELATES SOLELY TO THE NONCOMPLIANCE BY THE BORROWERS
AND GUARANTOR WITH RESPECT TO THE PRIOR EVENTS OF DEFAULT IN THE MANNER AND TO
THE EXTENT DESCRIBED IN THIS PARAGRAPH, AND NOTHING IN THIS PARAGRAPH SHALL BE
DEEMED TO (A) CONSTITUTE A WAIVER OF COMPLIANCE BY BORROWERS AND GUARANTOR WITH
RESPECT TO ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR ANY OTHER INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OR THEREIN OR
(B) PREJUDICE ANY RIGHT OR
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REMEDY THAT THE AGENT, ISSUING LENDER, ANY AGENT OR ANY LENDER MAY NOW HAVE OR
MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR ANY