ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF
CONTRACT, BREACHES OF DUTY OR OF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE,
MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY,
ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS,
LOSSES AND EXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED,
EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A "RELEASED CLAIM" AND
COLLECTIVELY, THE "RELEASED CLAIMS"), THAT BORROWER NOW HAS OR MAY ACQUIRE AS OF
THE DATE HEREOF (THE "RELEASE DATE"), INCLUDING WITHOUT LIMITATION, THOSE
RELEASED CLAIMS IN ANY WAY ARISING OUT OF, CONNECTED WITH OR RELATED TO ANY AND
ALL PRIOR CREDIT ACCOMMODATIONS, IF ANY, PROVIDED BY ANY LENDER, OR ANY OF
LENDERS' PREDECESSORS IN INTEREST, TO BORROWER, AND ANY AGREEMENTS, NOTES OR
DOCUMENTS OF ANY KIND RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED THEREBY
OR HEREBY, OR ANY OTHER AGREEMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN.
(B)
EACH BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO
LENDERS THAT:
(i) IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS WHICH ARE RELEASED
BY THE PROVISIONS OF THIS GENERAL RELEASE IN FAVOR OF LENDERS, AND EACH BORROWER
HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE
UNDER ANY LAW WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR
MISUNDERSTOOD DEFENSES AND RELEASED CLAIMS; (ii) IT HAS HAD AN OPPORTUNITY TO
OBTAIN A LAWYER'S ADVICE
CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL
RELEASE; (iii) NONE OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED
AS OR CONSTITUTE AN ADMISSION OF ANY LIABILITY ON THE PART OF ANY LENDER OR
OTHER PERSON RELEASED HEREBY; (iv) THE PROVISIONS OF THIS GENERAL RELEASE SHALL
CONSTITUTE AN ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY KIND, WHETHER ANY SUCH
RELEASED CLAIM IS BASED ON CONTRACT, TORT, WARRANTY, MISTAKE OR ANY OTHER
THEORY, WHETHER LEGAL, STATUTORY OR EQUITABLE; AND (v) ANY ATTEMPT TO ASSERT A
RELEASED CLAIM BARRED BY THE PROVISIONS OF THIS GENERAL RELEASE SHALL SUBJECT
BORROWER TO THE PROVISIONS OF APPLICABLE LAW SETTING FORTH THE REMEDIES FOR THE
BRINGING OF GROUNDLESS, FRIVOLOUS OR BASELESS CLAIMS OR CAUSES OF ACTION.
5.
Fees.
Upon execution of this Waiver Agreement, Borrower shall
pay to Administrative Agent, for the ratable benefit of each Lender executing
this Waiver Agreements, a fee of $326,785.70.
In addition, Borrowers shall pay
to Administrative Lender, for Administrative Lender's own account, the fee set
forth in that certain fee letter from U.S. Bank to Borrower's Agent of even date
herewith.
6.
Effective Date.
Upon payment of the fees set forth above, this
Waiver Agreement shall be effective as of the date first written above.
7.
Miscellaneous.
7.1
This Waiver Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and