AND LENDERS, AND AGREES WITH THE
ADMINISTRATIVE AGENT AND LENDERS, THAT IT HAS NO CLAIM OR OFFSET AGAINST, OR
DEFENSE OR COUNTERCLAIM TO, ANY OF THE OBLIGATIONS TO THE ADMINISTRATIVE AGENT
AND LENDERS AND, IN CONSIDERATION OF THIS AGREEMENT, EACH OF THE BORROWERS AND
GUARANTORS, ON THEIR OWN BEHLF OF AND ON BEHALF OF THEIR PARTNERS, AFFILIATES,
SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, SUCCESSORS,
PREDECESSORS, MEMBERS, ATTORNEYS, HEIRS AND ASSIGNS (COLLECTIVELY FOR THE
PURPOSE OF THIS SECTION 8 THE "RELEASED PARTIES", FROM ANY AND ALL ACTIONS,
CAUSES OF ACTION, JUDGEMENTS, DEBTS, CLAIMS, DEMANDS, DAMAGES, LOSSES, EXPENSES,
OBLIGATIONS, LIABILITIES, CONTROVERSIES AND EXECUTIONS OF ANY KIND OR NATURE
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR NOT, DIRECT O INDIRECT, AT
LAW OR IN EQUITY, ARISING OUT OF OR BY REASON OF OR RELATED TO THE OBLIGATIONS,
THE LOANS, THE COLLATERAL, AND/OR THE LOAN DOCUMENTS (INCLUDING THIS AGREEMENT
IN ALL REFERENCES THERETO) AND FURTHER INCLUDING, BUT NOT LIMITED TO, THOSE
MATTERS RELATED TO THE OBLIGATIONS, THE LOANS AND/OR THE LOAN DOCUMENTS, WHICH
PERTAIN TO ANY MATTER OR THINGS DONE, OMITTTED, OR SUFFERED TO BE DONE BY ANY OF
THE RELEASED PARTIES, OR WHICH HAVE ARISEN, OR MAY HAVE ARISEN, OR SHALL
HEREAFTER RISE BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, FROM THE
FIRST DAY OF THE WORLD, TO AND INCLUDING THE LATER OF THE EXECUTION DATE OR THE
EFFECTIVE DATE, AND EACH OF THE RELEASORS DOES SPECIFICALLY WAIVE ANY CLAIM OR
RIGHT TO ASSET ANY CAUSE OF ACTION OR ALLEGED CAUSE OF ACTION OR CLAIM OR DEMAND
AGAINST THE RELEASED PARTIES WHICH HAS, THROUGH OVERSIGHT OR ERROR,
INTENTIONALLY OR UNINTENTIONALLY, OR THROUGH A MUTUAL MISTAKE, BEEN OMITTED FROM
THIS AGREEMENT, BUT IS RELATD TO THE SUBJECT MATTER HEROF. The Borrowers and
Guarantors hereby confirm that they have all right, power and authority to grant
the releases to the Released Parties as provided in this Section 8, and that the
Borrowers and Guarantors have not transferred, assigned or conveyed any right,
title or interest to the matters subject to release hereby to any other person.
The Administrative Agent and Lenders would not agree to enter into this
Agreement but for the provisions set forth in this Section 8. The Borrowers and
Guarantors confirm that they have agreed to the provisions of this Section 8 of
their own volition, with full knowledge of the extent and effect of the
11
various releases and waivers granted by this Section and of the importance to
the Administrative Agent and Lenders of these waivers and releases and after
having had the opportunity to discuss this matter with counsel of their choice.
The foregoing release shall be effective immediately upon execution of this
Agreement and shall remain in full force and effect notwithstanding the
unfullfillment of the conditions precedent contained in Section 3 or other
conditions contained elsewhere in this Agreement or the later termination of
this Agreement for any reason.
9.
Confirmation and Waiver of Guarantors. Guarantors, as guarantors, by
executing this Agreement, hereby assent to