TO CONSIDER OR CONSENT TO ANY ADDITIONAL REQUEST BY ANY
BORROWER, ANY CREDIT PARTY OR ANY OTHER PERSON FOR ANY OTHER FORBEARANCE,
WAIVER, CONSENT OR AMENDMENT WITH RESPECT TO THE CREDIT AGREEMENT OR ANY LOAN
DOCUMENTS.
EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES ACKNOWLEDGES THAT
THE LENDERS AND THE AGENT HAVE NOT MADE ANY ASSURANCES CONCERNING ANY
POSSIBILITY OF AN EXTENSION OF THE FORBEARANCE PERIOD.
THE FORBEARANCE
CONTAINED HEREIN IS NOT AND SHALL NOT BE DEEMED TO BE A WAIVER OF THE AGENT'S OR
ANY LENDER'S RIGHT TO PAYMENT OF ANY PRINCIPAL, INTEREST OR FEES OWING IN
RESPECT OF THE LOANS OR ANY OF THE OTHER OBLIGATIONS UNDER THE CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT.
10.
ACKNOWLEDGMENT OF OUTSTANDING AMOUNTS.
EACH OF THE BORROWERS AND
THE OTHER CREDIT PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF THE US REVOLVING LOAN IS $36,639,049.00 (ALL IN
THE FORM OF OUTSTANDING LETTERS OF CREDIT AS OF OCTOBER 16, 2007) AND THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE UK REVOLVING LOAN IS £9,833.71 (AS
OF OCTOBER 16, 2007), AND THAT SUCH PRINCIPAL AMOUNTS, PLUS INTEREST AND FEES,
ARE PAYABLE PURSUANT TO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS WITHOUT
DEFENSE, OFFSET, WITHHOLDING, COUNTERCLAIM OR DEDUCTION OF ANY KIND.
THIS
SECTION SHALL ANY SURVIVE TERMINATION OF THIS FORBEARANCE.
S-8
11.
RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.
EACH OF THE PARENT AND THE BORROWERS ACKNOWLEDGES THAT THE US AGENT, THE UK
AGENT AND THE LENDERS HAVE PERFORMED ALL OBLIGATIONS AND DUTIES OWED TO THE
PARENT AND THE BORROWERS UNDER THE LOAN DOCUMENTS THROUGH THE DATE HEREOF, AND
EACH SUCH PARTY FURTHER, ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT NONE OF THE
PARENT OR THE BORROWERS HAS ANY CLAIM, CAUSE OF ACTION, DEFENSE, OR RIGHT OF SET
OFF AGAINST THE US AGENT, THE UK AGENT OR ANY LENDER OR LENDERS, AND, TO THE
EXTENT THAT ANY SUCH PARTY HAS ANY SUCH RIGHTS, EACH OF THE PARENT AND THE
BORROWERS HEREBY RELEASES, WAIVES, AND FOREVER DISCHARGES THE US AGENT, THE UK
AGENT AND THE LENDERS (TOGETHER WITH EACH OF THEIR PREDECESSORS, SUCCESSORS AND
ASSIGNS) AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENT AND
REPRESENTATIVES FROM EACH ACTION, CAUSE OF ACTION, SUIT, DEBT, DEFENSE, RIGHT OF
SET OFF, OR OTHER CLAIM WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN
AGAINST THE US AGENT, THE UK AGENT OR THE LENDERS, OR SUCH OFFICERS, EMPLOYEES,
AGENT OR REPRESENTATIVES.
EACH OF THE PARENT AND EACH BORROWER HEREBY
SPECIFICALLY WAIVES AS AGAINST THE US AGENT, THE UK AGENT OR THE LENDERS ANY
RIGHTS THEY OR ANY OF THEM MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL
CODE, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
THIS