constitute the entire agreement between and among the Credit Parties,
Agent and Lenders with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings (including, without
limitation, the letter dated on or about September 8, 2005) relating to the
subject matter hereof or thereof.
Execution of this Agreement by the Credit
Parties constitutes a full, complete and irrevocable release of any and all
claims which any Credit Party may have at law or in equity in respect of all
prior discussions and understandings, oral or written, relating to the subject
matter of this Agreement and the other Loan Documents.
Each party hereto
acknowledges that it has been advised by counsel in connection with the
negotiation and execution of this Agreement and is not relying upon oral
representations or statements inconsistent with the terms and provisions hereof.
12.9
APPROVALS AND DUTIES
Unless expressly provided herein to the contrary, any approval, consent, waiver
or satisfaction of Agent or Lenders with respect to any matter that is the
subject of any Loan Document may be granted or withheld by Agent or Lenders, as
applicable, in their sole and absolute discretion.
Other than Agent's duty of
reasonable care with respect to Collateral delivered pursuant to the Loan
Documents in accordance with applicable law (to the extent not waivable), Agent
and Lenders shall have no responsibility for or obligation or duty with respect
to any of the Collateral or any matter or proceeding arising out of or relating
thereto, including, without limitation, any obligation or duty to collect any
sums due in respect thereof or to protect or preserve any rights pertaining
thereto.
12.10
CONFIDENTIALITY AND PUBLICITY
(A)
EACH CREDIT PARTIES AGREES, AND AGREES TO
CAUSE EACH OF ITS SUBSIDIARIES, (I) EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE
LAW OR REGULATIONS (IN WHICH CASE, EXCEPT IN CONNECTION WITH THE SECURITIES ACT
AND THE SECURITIES EXCHANGE ACT, AS AMENDED, AND THE RULES THEREUNDER, EACH
CREDIT PARTY SHALL, AND SHALL CAUSE ITS SUBSIDIARIES TO, USE ITS BEST EFFORTS TO
OBTAIN CONFIDENTIAL TREATMENT OF SUCH INFORMATION), NOT TO TRANSMIT OR DISCLOSE
ANY PROVISION OF ANY LOAN DOCUMENT TO ANY PERSON (OTHER THAN TO SUCH CREDIT
PARTY'S DIRECTORS, ADVISORS, COUNSEL, ACCOUNTANTS, OFFICERS AND EMPLOYEES ON A
NEED-TO-KNOW BASIS), IN ANY SUCH CASE WITHOUT AGENT'S PRIOR WRITTEN CONSENT, AND
(II) TO INFORM ALL PERSONS RECEIVING INFORMATION RELATED TO THE LOAN DOCUMENTS,
EXCEPT THROUGH DISCLOSURE PURSUANT TO THE SECURITIES ACT AND THE SECURITIES
EXCHANGE ACT, AS AMENDED, AND THE RULES THEREUNDER, OF THE CONFIDENTIAL NATURE
OF THE LOAN DOCUMENTS AND TO DIRECT THEM NOT TO DISCLOSE THE SAME TO ANY OTHER
PERSON AND TO REQUIRE EACH OF THEM TO BE BOUND BY THESE PROVISIONS.
EXCEPT FOR
FILINGS SUBMITTED PURSUANT TO THE SECURITIES ACT AND THE SECURITIES EXCHANGE
ACT, AND THE RULES THEREUNDER, THE CREDIT PARTIES SHALL PROVIDE IN WRITING ANY
MATERIALS THAT THE CREDIT PARTIES OR ANY OF THEIR SUBSIDIARIES PREPARE THAT
CONTAIN AGENT'S OR ANY LENDER'S NAME OR DESCRIBE OR REFER TO ANY LOAN DOCUMENT,