an EEA Resolution
Authority to any such liabilities arising hereunder which may be payable to it
by any Lender that is an EEA Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if
applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or
(iii)the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of any EEA Resolution
Authority.
24.Release. IN CONSIDERATION OF, AMONG OTHER THINGS, ADMINISTRATIVE AGENT'S,
COLLATERAL AGENT'S AND LENDERS' EXECUTION AND DELIVERY OF (OR CONSENT TO
DELIVERY AND EXECUTION OF) THIS AGREEMENT, EACH OF THE LOAN PARTIES, ON BEHALF
OF ITSELF AND ON BEHALF OF ITS AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS,
ADVISORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "RELEASORS") HEREBY FOREVER COVENANTS NOT TO SUE ANY AGENT OR
LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS AND
ASSIGNS OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER
REPRESENTATIVES OF ANY OF THE FOREGOING (EACH A "RELEASEE" AND COLLECTIVELY, THE
"RELEASEES") FOR AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH RELEASEE FROM, ANY AND ALL CLAIMS THAT
SUCH RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATEVER NATURE OR KIND, WHETHER
KNOWN OR UNKNOWN, WHETHER ARISING AT LAW OR IN EQUITY, BASED ON FACTS, WHETHER
OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE CLOSING DATE, THAT RELATE TO, ARISE
OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) THE INDEBTEDNESS UNDER THE
SENIOR SECURED NOTES OR EXISTING TERM LOAN ASSIGNED PURSUANT TO THE LOAN
DOCUMENTS AND DEEMED TO BE AMENDED AND RESTATED AS LOANS OUTSTANDING HEREUNDER,
OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS (INCLUDING DOCUMENTS,
TRANSACTIONS, ACTIONS OR OMISSIONS) BETWEEN OR AMONG THE LOAN PARTIES, ON THE
ONE HAND, AND ANY OR ALL OF THE AGENTS OR LENDERS, ON THE OTHER HAND, RELATING
TO ANY OR ALL OF THE INDEBTEDNESS REFERENCED IN CLAUSE (I) HEREOF. IN ENTERING
INTO THIS AGREEMENT, EACH LOAN PARTY CONSULTED WITH, AND HAS BEEN REPRESENTED
BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS,
ACTS OR OMISSIONS BY ANY OF THE RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES
THAT THE VALIDITY AND EFFECTIVENESS OF THE COVENANTS AND RELEASES SET FORTH
ABOVE DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS OR OMISSIONS.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
OR OF ANY LOAN DOCUMENT, AND PAYMENT IN FULL OF THE OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
[Signature pages follow]
Each of