OUT OF ANY MATTER, CAUSE OR EVENT OCCURRING ON OR PRIOR TO THE
EFFECTIVE DATE.
C.
EACH BORROWER AND GUARANTOR FOR ITSELF, EACH OTHER BORROWER AND
GUARANTOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS IN INTEREST AND ANY PERSON
THAT MAY DERIVATIVELY OR OTHERWISE ASSERT A CLAIM THROUGH OR BY ANY OF THE
FOREGOING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (COLLECTIVELY, THE
"RELEASORS") WAIVES AND RELEASES AGAINST EACH AGENT, EACH ISSUER AND EACH LENDER
AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS,
ATTORNEYS, FIDUCIARIES, SERVANTS, OFFICERS, DIRECTORS, PARTNERS, PREDECESSORS,
SUCCESSORS AND ASSIGNS, SUBSIDIARY CORPORATIONS, PARENT CORPORATIONS, RELATED
CORPORATE DIVISIONS, PARTICIPANTS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"),
AND COVENANTS NOT TO COMMENCE OR PURSUE ANY LITIGATION OR ACTION, CLAIMS,
DEMANDS, CAUSES OF ACTION, SUITS, DEBTS, SUMS OF MONEY, ACCOUNTS, BONDS, BILLS,
COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, SETOFFS, RECOUPMENTS,
COUNTERCLAIMS, DEFENSES, EXPENSES, DAMAGES AND/OR JUDGMENTS, WHATSOEVER IN LAW
OR IN EQUITY (WHETHER MATURED, UNMATURED, CONTINGENT OR NON-CONTINGENT) THAT
RELATE IN ANY WAY, EITHER DIRECTLY OR INDIRECTLY, TO THE LOAN AGREEMENT, ANY
OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTION BY
AGENTS, LENDERS OR ANY OTHER RELEASEE IN ANY WAY RELATED THERETO, WHETHER KNOWN
OR UNKNOWN, WHICH EACH OF THE RELEASORS HAD, NOW HAS OR MAY HAVE, IN EACH CASE
ONLY TO THE EXTENT ARISING OUT OF ANY MATTER, CAUSE OR EVENT OCCURRING PRIOR TO
THE EFFECTIVE DATE.
EACH OF THE RELEASORS HEREBY AGREES THAT FEDERAL OR STATE
LAWS, RIGHTS, RULES OR LEGAL PRINCIPLES OF ANY OTHER JURISDICTION WHICH MAY BE
APPLICABLE THERETO, TO THE EXTENT THAT THEY APPLY TO THE MATTERS RELEASED
HEREBY, ARE KNOWINGLY AND VOLUNTARILY WAIVED AND RELINQUISHED BY SUCH RELEASORS,
TO THE FULL EXTENT THAT SUCH RIGHTS AND BENEFITS PERTAINING TO THE MATTERS
RELEASED HEREIN MAY BE WAIVED, AND EACH OF THE RELEASORS HEREBY AGREES AND
ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL TERM OF THIS CONSENT, WITHOUT
WHICH AGENT AND LENDERS WOULD NOT HAVE ENTERED INTO THIS CONSENT.
EACH OF THE
RELEASORS REPRESENTS AND WARRANTS THAT IT HAS NOT PURPORTED TO TRANSFER, ASSIGN,
PLEDGE OR OTHERWISE CONVEY ANY OF ITS RIGHT, TITLE OR INTEREST IN ANY MATTER
RELEASED HEREBY TO ANY OTHER PERSON.
IN CONNECTION WITH THE RELEASE IN THIS
CONSENT, EACH OF THE RELEASORS ACKNOWLEDGES THAT IT IS AWARE IT MAY HEREAFTER
DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR
DIFFERENT FROM THOSE WHICH SUCH RELEASORS NOW KNOWS OR BELIEVES TO BE TRUE, WITH
RESPECT TO THE MATTERS RELEASED HEREIN.
NEVERTHELESS, IT IS EACH OF THE
RELEASORS' INTENT IN EXECUTING THIS AGREEMENT TO
6
FULLY, FINALLY AND FOREVER RELEASE AND SETTLE SUCH MATTERS TO THE EXTENT THEY
ARISE OUT OF ANY MATTER, CAUSE OR EVENT OCCURRING PRIOR TO THE EFFECTIVE DATE.
IN MAKING THIS RELEASE, EACH OF THE RELEASORS HAS CONSULTED WITH COUNSEL
CONCERNING THE EFFECT THEREOF.
[The remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly
executed and delivered by their respective officers thereunto duly authorized