amendments thereof.
The Indebtedness referred to herein includes all of
the Indebtedness outstanding pursuant to the Existing Credit Agreement
immediately prior to the execution of this Agreement, and the parties
acknowledge and agree that this Agreement is not intended to, nor shall it,
constitute a novation.
All Notes issued and outstanding pursuant to the
Existing Credit Agreement (including all replacement Notes) constitute Notes
issued pursuant to, and shall have the benefit of, this Agreement.
Borrowers
acknowledge agree that all references in any Loan Document heretofore executed
by any Borrower to the "Loan Agreement" mean and refer to the Existing Credit
Agreement, as amended and restated by this Agreement.
13.27
Releases.
13.27.1
RELEASE.
EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES AND AGREES
THAT, AS OF THE CLOSING DATE, NO RIGHT OF OFFSET, DEFENSE, COUNTERCLAIM, CLAIM,
CAUSES OF ACTION OR OBJECTION IN FAVOR OF ANY BORROWER AND GUARANTOR AGAINST THE
LENDERS (INCLUDING ALL LENDERS PRIOR TO THE CLOSING DATE) OR THE AGENT, ANY
OTHER AGENT OR ANY ISSUER EXISTS ARISING OUT OF OR WITH RESPECT TO (I) THE
INDEBTEDNESS, THIS 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.
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
CLOSING DATE.
81
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 AGENT 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 THIS AGREEMENT, ANY 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
CLOSING DATE.
EACH OF THE