under such Guaranty have been indefeasibly paid in
full.
Guarantor acknowledges that its Guaranty is Guarantor's valid obligation,
enforceable in accordance with its terms, without any counterclaim, defense or
setoff.
Guarantor affirms that this Agreement shall in no manner affect the
obligations of Guarantor under its Guaranty.
(b)
Except as expressly modified, waived or released herein, by
execution of this Agreement, the Obligors hereby reaffirm all of the terms and
provisions of the Loan Documents and agrees that such Loan Documents shall
continue to be valid and enforceable until the Obligations are paid in full and
all liabilities of the Obligors under the Loan Documents have been
satisfied.
The Obligors acknowledge that the Loan Documents constitute the
valid obligations of the Obligors, enforceable in accordance with their
respective terms, without any counterclaim, defense or setoff.
27.
Waiver and Release.
The Obligors warrant and represent to the
Lender that the loans evidenced by the Loan Documents are not subject to any
credits, charges, claims, or rights of offset or deduction of any kind or
character whatsoever and, as a material part of the consideration for the Lender
entering into this Agreement, each Obligor agrees as follows (the "Release
Provision"):
(a)
EACH OBLIGOR HEREBY RELEASES AND FOREVER DISCHARGES THE LENDER AND
EACH OF ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS,
MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT
CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE
COLLECTIVELY REFERRED TO AS "RELEASED PARTIES") JOINTLY AND SEVERALLY FROM ANY
AND ALL CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS,
SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS, ACTIONS,
AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE
HEREOF, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION
FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR IN EQUITY, PRESENTLY
POSSESSED, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT,
LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT,
FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED ("CLAIMS"), WHICH
BORROWER MAY HAVE OR CLAIM TO HAVE AGAINST ANY RELEASED PARTIES.
(b)
Each Obligor agrees not to sue any Released Parties or in any way
assist any other Person in suing any Released Parties with respect to any Claim
released herein.
The Release Provision may be pleaded as a full and complete
defense to, and may be used as the basis for an
7
injunction against, any action, suit, or other proceeding which may be
instituted, prosecuted, or attempted in breach of the release contained herein.
(c)
Each Obligor acknowledges, warrants, and represents to Released
Parties that:
(i)
Each Obligor has read and understands the effect of the Release
Provision.
Each Obligor has had the assistance of independent counsel of its
own choice, or has had the opportunity to retain such independent counsel, in
reviewing, discussing, and considering all the terms of the Release Provision;
and if counsel was retained, counsel for each Obligor has read and considered
the Release Provision and advised each Obligor to execute the same.
Before
execution