Common use of No Present Claims Clause in Contracts

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (i) none of them has any claim or cause of action against any of the Banks, their predecessors or successors, or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) none of them has any offset right, counterclaim or defense of any kind against any of their obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrower, the Canadian Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (A) or (B) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors Each Obligor acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Obligors has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Obligors has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has have heretofore properly performed and satisfied in a timely manner all of its their obligations to the Borrower, the Canadian Borrower and each of the Guarantorsother Obligors. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Obligors agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, each of the BorrowerObligors, the Canadian Borrower on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Guarantors unconditionally releaseLenders and the Agent (including their respective subsidiaries, waive parents and forever discharge (Aaffiliates) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for attorneys and agents, and their respective heirs, successors and assigns, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Financing Documents and any documents, instruments, agreements (including this Amendment), dealings or other matters connected with the Financing Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Amendment related to the Financing Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance other event that may occur or matter of any kind whatsoever which existed, arose not occur on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, the Canadian Borrower Borrowers acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (i) none of them has any the Borrowers have no claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliatesaffiliates); (ii) none of them has any the Borrowers have no offset right, counterclaim or defense of any kind against any of their obligationsthe Obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or Lenders and the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrower, the Canadian Borrower and each of the GuarantorsBorrowers. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's their rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors Borrowers unconditionally release, waive and forever discharge (Aa) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and Lenders or the Administrative Agent to any of themthe Borrowers, except the obligations to be performed by the Banks, their successors, Lenders or the Administrative Agent hereafter for them as expressly stated in this Amendment Agreement and the other Loan Credit Documents, or as required by applicable law, and (Bb) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrowers might otherwise have against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (Aa) or (Bb) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors Each Obligor acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Obligors has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Obligors has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has have heretofore properly performed and satisfied in a timely manner all of its their obligations to the Borrower, the Canadian Borrower and each of the Guarantorsother Obligors. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Obligors agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, each of the BorrowerObligors, the Canadian Borrower on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Guarantors unconditionally releaseLenders and the Agent (including their respective subsidiaries, waive parents and forever discharge (Aaffiliates) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for attorneys and agents, and their respective heirs, successors and assigns, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Financing Documents and any documents, instruments, agreements (including this Waiver), dealings or other matters connected with the Financing Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Waiver related to the Financing Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance other event that may occur or matter of any kind whatsoever which existed, arose not occur on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, the Canadian Borrower Borrowers acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereofhereof in respect of the Loan Documents and transactions thereunder: (ia) none of them the Borrowers or any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent, the Documentation Agent or the Co-Agents (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Borrowers or any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the BanksLenders, their predecessors and successorsthe Agent, the Documentation Agent and the Administrative Agent has Co-Agents have heretofore properly performed and satisfied in a timely manner all of its their obligations to the Borrower, the Canadian Borrower Borrowers and each of the Guarantorstheir affiliates. The BorrowerLenders, the Canadian Borrower and each of Agent, the Guarantors Documentation Agent and the Banks Co-Agents wish (and the Administrative Agent wish Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters in respect of the Loan Documents and transactions thereunder, would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders, the Agent, the Documentation Agent and the Co-Agents. Therefore, the Borrowers, on their behalf and on behalf of each of their respective successors and assigns, hereby waive, release and discharge the BorrowerLenders, the Canadian Borrower Agent, the Documentation Agent and each of the Guarantors unconditionally release, waive and forever discharge (A) any Co-Agents and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Amendment), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Amendment related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance other event that may occur or matter of any kind whatsoever which existed, arose not occur on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, Each of Holdings and the Canadian Borrower and each of the Guarantors acknowledges -- ------- ------ and agrees that, based upon the facts and circumstances existing as of the date hereof: that (i) none of them it has any no claim or cause of action against any of the Banks, their predecessors or successors, Agent or the Administrative Agent Banks (or any of their the Agent or the Banks' directors, officers, employeesemployees or agents), agents or Affiliates); (ii) none of them it has any no offset right, counterclaim or defense of any kind against any of their its obligations, indebtedness or liabilities to the Agent or the Banks, their predecessors or successors, or the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, Agent and the Administrative Agent has Banks have heretofore properly performed and satisfied in a timely manner all of its their obligations to Holdings and the Borrower, . The Agent and the Canadian Borrower Banks wish (and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors Holdings and the Banks and the Administrative Agent wish Borrower hereby agrees) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent's or Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remedies. Therefore, each of Holdings and the BorrowerBorrower hereby unconditionally releases, the Canadian Borrower and each of the Guarantors unconditionally release, waive waives and forever discharge discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, Agent and the Administrative Agent Banks to any of themHoldings and the Borrower, except the obligations to be performed by the Banks, their successors, Agent or the Administrative Agent hereafter Banks for them Holdings and the Borrower as expressly stated in this Amendment and Waiver, the Credit Agreement and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them Holdings and/or the Borrower might otherwise have against any of the Banks, their predecessors or successors, Agent or the Administrative Agent Banks or any of their directors, officers, employees, agents employees or Affiliates for their respective actions or omissions occurring prior to the date hereofagents, in either case (A) or (B) above), on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereofhereof or which could thereafter arise as the result of the execution of (or the satisfaction of any condition precedent or subsequent to) this Amendment and Waiver, the Credit Agreement or any of the other Loan Documents.

No Present Claims. The Borrower, the Canadian Borrower Borrowers acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereofhereof in respect of the Loan Documents and transactions thereunder: (ia) none of them the Borrowers or any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or the Additional Agents (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Borrowers or any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the BanksLenders, their predecessors and successors, the Agent and the Administrative Agent has Additional Agents have heretofore properly performed and satisfied in a timely manner all of its their obligations to the Borrower, the Canadian Borrower Borrowers and each of the Guarantorstheir affiliates. The BorrowerLenders, the Canadian Borrower and each of the Guarantors Agent and the Banks Additional Agents wish (and the Administrative Agent wish Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters in respect of the Loan Documents and transactions thereunder (except as waived by this Agreement), would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders, the Agent and the Additional Agents. Therefore, the Borrowers, on their behalf and on behalf of each of their respective successors and assigns, hereby waive, release and discharge the BorrowerLenders, the Canadian Borrower Agent and each of the Guarantors unconditionally release, waive and forever discharge (A) any Additional Agents and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Agreement), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Agreement related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance other event that may occur or matter of any kind whatsoever which existed, arose not occur on or occurred at any time prior to after the date hereof.

No Present Claims. The BorrowerExcept as described further below, the Canadian Borrower and each of the Guarantors Borrowers acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: that (i) none of them it has any no claim or cause of action against any of the Banks, their predecessors or successors, Agent or the Administrative Agent Lenders (or any of their the Agent or the Lenders' directors, officers, employeesemployees or agents), agents or Affiliates); (ii) none of them it has any no offset right, counterclaim or defense of any kind against any of their its obligations, indebtedness or liabilities to the Banks, their predecessors or successors, Agent or the Administrative Agent; Lenders, and (iii) each of the Banks, their predecessors and successors, Agent and the Administrative Agent has Lenders have heretofore properly performed and satisfied in a timely manner all of its their obligations to the BorrowerBorrowers. Except as described further below, the Canadian Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors Agent and the Banks Lenders wish (and the Administrative Agent wish Borrowers hereby agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's or Lenders' rights, interests, contracts, collateral security or remedies. Therefore, each of the BorrowerBorrowers hereby unconditionally releases, the Canadian Borrower and each of the Guarantors unconditionally release, waive waives and forever discharge discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, Agent and the Administrative Agent Lenders to any of themthe Borrowers, except the obligations to be performed by the Banks, their successors, Agent or the Administrative Agent hereafter Lenders for them the Borrower as expressly stated in this Amendment Third Amendment, the Credit Agreement and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrowers might otherwise have against any of the Banks, their predecessors or successors, Agent or the Administrative Agent Lenders or any of their directors, officers, employees, agents employees or Affiliates for their respective actions or omissions occurring prior to the date hereofagents, in either case (A) or (B) above), on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which that existed, arose or occurred at any time prior to the date hereofhereof or which could thereafter arise as the result of the execution of (or the satisfaction of any condition precedent or subsequent to) this Third Amendment, the Credit Agreement or any of the other Loan Documents; provided, however, that the foregoing shall not serve as a release by the Parent of any claims ("Non-Released Claims") to recover damages incurred by the Parent (limited, in any event, to the market value of Parent's Millennium Stock) as a result of a cause of action (a "Millennium Claim") by Millennium Cell Inc. or its successor ("Millennium") against the Parent for the recovery of the Parent's Millennium Stock (A) issued by Millennium in replacement of the Millennium Stock represented by Millennium Stock Certificate No. MC0129 and (B) owned by the Parent at the time of such Millennium Claim; provided further, that the amount of any such damages shall be reduced on a dollar-for-dollar basis to the extent of the amount of any damages actually paid by the Agent to Millennium under the terms of the Lost Securities Bond No. 06 s 103551566 BCM or otherwise as a result of any cause of action by Millennium against Agent for the recovery of the market value of Parent's Millennium Stock. The Agent agrees not to assert a defense that a Non-Released Claim is barred by the statute of limitations provided that such Non-Released Claim is brought not more than one year after the related Millennium Claim is brought.

No Present Claims. The Borrower, the Canadian Borrower Companies acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Companies or, to the knowledge of any of the Companies, any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Companies, or to the knowledge of any of the Companies, any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompanies and, to the Canadian Borrower and knowledge of each of the GuarantorsCompanies, each of their affiliates. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Companies agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, Companies, each on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Borrower, Lenders and the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any Agent and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action on or before the date hereof and arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Fourth Amendment), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Fourth Amendment related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any conditionother event that may occur or not occur prior to, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors acknowledges acknowledge and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (i) none of them has any the Borrower and Guarantors have no claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliatesaffiliates); (ii) none of them has any the Borrower and the Guarantors have no offset right, counterclaim or defense of any kind against any of their obligationsthe Obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or Lenders and the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrower, and the Canadian Guarantors, if any. The Lenders and the Agent wish (and the Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's their rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (Aa) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, Lenders or the Agent to the Borrower and the Administrative Agent to any of themGuarantors, except the obligations to be performed by the Banks, their successors, Lenders or the Administrative Agent hereafter for them as expressly stated in this Amendment Agreement and the other Loan Credit Documents, or as required by applicable law, and (Bb) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrower and/or Guarantors might otherwise have against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (Aa) or (Bb) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.

No Present Claims. The Borrower, the Canadian Borrower Borrowers and each of the Guarantors acknowledges acknowledge and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (i) none of them has any the Borrowers and Guarantors have no claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliatesaffiliates); (ii) none of them has any the Borrowers and the Guarantors have no offset right, counterclaim or defense of any kind against any of their obligationsthe Obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or Lenders and the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the BorrowerBorrowers, the Canadian Borrower and each of the Guarantors, if any. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Borrowers and Guarantors agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's their rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower Borrowers and each of the Guarantors unconditionally release, waive and forever discharge (Aa) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, Lenders or the Agent to the Borrowers and the Administrative Agent to any of themGuarantors, except the obligations to be performed by the Banks, their successors, Lenders or the Administrative Agent hereafter for them as expressly stated in this Amendment Agreement and the other Loan Credit Documents, or as required by applicable law, and (Bb) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrowers and/or Guarantors might otherwise have against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (Aa) or (Bb) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.

No Present Claims. The Borrower, the Canadian Borrower Borrowers acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereofhereof in respect of the Loan Documents and transactions thereunder: (ia) none of them the Borrowers or any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or the Additional Agents (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Borrowers or any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the BanksLenders, their predecessors and successors, the Agent and the Administrative Agent has Additional Agents have heretofore properly performed and satisfied in a timely manner all of its their obligations to the Borrower, the Canadian Borrower Borrowers and each of the Guarantorstheir affiliates. The BorrowerLenders, the Canadian Borrower and each of the Guarantors Agent and the Banks Additional Agents wish (and the Administrative Agent wish Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters in respect of the Loan Documents and transactions thereunder (except as waived by this Agreement), would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders, the Agent and the Additional Agents. Therefore, the Borrowers, on their behalf and on behalf of each of their respective successors and assigns, hereby waive, release and discharge the BorrowerLenders, the Canadian Borrower Agent and each of the Guarantors unconditionally release, waive and forever discharge (A) any Additional Agents and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Amendment), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Agreement related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance other event that may occur or matter of any kind whatsoever which existed, arose not occur on or occurred at any time prior to after the date hereof.

No Present Claims. The BorrowerIn order to induce the Agent and the Banks to enter into this Amendment, the Canadian Borrower and each of the Guarantors hereby acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: : (i) none of them the Borrower has any no claim or cause of action against any of the Banks, their predecessors or successors, Bank or the Administrative Agent (or any of their respective directors, officers, employees, agents or Affiliates); (ii) none of them the Borrower has any no offset right, counterclaim or defense of any kind against any of their the Borrower's obligations, indebtedness or liabilities to the Banks, their predecessors or successors, any Bank or the Administrative Agent; and (iii) each of the Banks, their predecessors and successors, Agent and the Administrative Agent Banks has heretofore performed properly informed and satisfied in a timely manner all of its obligations to the Borrower, the Canadian Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or and the Administrative Agent's rights, interests, contracts, collateral security or remedies. Therefore, each of the BorrowerBorrower unconditionally releases, the Canadian Borrower and each of the Guarantors unconditionally releasewaives, waive and forever discharge discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of Bank or the Banks, their predecessors and successors, and the Administrative Agent to any of themthe Borrower, (except the obligations to be performed on or after the date hereof by the Banks, their successors, any Bank or the Administrative Agent hereafter for them the Borrower as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law), and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrower might otherwise have against any Bank or the Agent or of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, the agents or Affiliates for their respective actions or omissions occurring prior to the date hereofAffiliates, in either case (A) or (B) above), on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereofhereof or which could thereafter arise as the result of the execution of (or the satisfaction of any condition precedent or subsequent to) this Amendment or any of the other Loan Documents.

No Present Claims. The Borrower, the Canadian Borrower Companies acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Companies or, to the knowledge of any of the Companies, any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Companies, or to the knowledge of any of the Companies, any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompanies and, to the Canadian Borrower and knowledge of each of the GuarantorsCompanies, each of their affiliates. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Companies agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, Companies, each on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Borrower, Lenders and the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any Agent and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action on or before the date hereof and arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Third Amendment), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Third Amendment related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any conditionother event that may occur or not occur prior to, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, the Canadian Borrower Companies acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Companies or, to the knowledge of any of the Companies, any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Companies, or to the knowledge of any of the Companies, any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompanies and, to the Canadian Borrower and knowledge of each of the GuarantorsCompanies, each of their affiliates. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Companies agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, Companies, each on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Borrower, Lenders and the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any Agent and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action on or before the date hereof and arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Second Amendment), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Second Amendment related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any conditionother event that may occur or not occur prior to, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose on or occurred at any time prior to after the date hereof.

No Present Claims. The BorrowerIn order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Canadian Borrower and each of the Guarantors acknowledges acknowledge and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them neither the Borrower nor any Guarantor has any claim or cause of action against any of the Banks, their predecessors or successors, or the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents employees or Affiliatesagents); (iib) none of them neither the Borrower nor any Guarantor has any offset right, counterclaim or defense of any kind against any of their its obligations, indebtedness or liabilities to the Banks, their predecessors Administrative Agent or successors, or the Administrative Agentany Lender; and (iiic) each of the Banks, their predecessors and successors, and the Administrative Agent has and each Lender have heretofore properly performed and satisfied in a timely manner all of its their respective obligations to the Borrower, the Canadian Borrower and each of the GuarantorsGuarantor. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish Guarantor agree to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's ’s or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors Guarantor unconditionally release, waive and -and forever discharge (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent and each Lender to any of themthe Borrower or such Guarantor, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them or any Lender on or after the date hereof as expressly stated in this Amendment Agreement, the Credit Agreement and the other Loan Documents, or as required by applicable law, and (Bii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or any of them Guarantor might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent Agent, any Lender or any of their directors, officers, employees, agents employees or Affiliates for their respective actions or omissions occurring prior to the date hereofagents, in either case (Ai) or (B) aboveii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever or which existed, arose or occurred at any time prior to could arise after the date hereofhereof as a result of the execution of (or the satisfaction of any condition precedent to) this Agreement.

No Present Claims. The Borrower, the Canadian Borrower and each Each of the Guarantors Loan Parties acknowledges and agrees that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Loan Parties, or, to the actual knowledge of the Loan Parties, any of their Affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, or the Administrative Agent Purchaser (or any of their its partners, directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Loan Parties, or, to the actual knowledge of the Loan Parties, any of their Affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or the Administrative AgentPurchaser; and (iiic) each of the Banks, their predecessors and successors, and the Administrative Agent Purchaser has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerLoan Parties and, to the Canadian Borrower and actual knowledge of the Loan Parties, each of the Guarantorstheir Affiliates. The Borrower, the Canadian Borrower and each of the Guarantors Purchaser wishes (and the Banks and the Administrative Agent wish Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Purchaser. Therefore, each of the Borrower, the Canadian Borrower Loan Parties on its own behalf and on behalf of each of its respective Affiliates, successors and assigns, hereby waives, releases and discharges the Guarantors unconditionally release, waive and forever discharge (A) any Purchaser and all liabilitiesof its partners, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action arising out of or in any way relating to the Purchase Agreement, the other Ancillary Agreements and any documents, instruments, agreements (including this Amendment No. 4), dealings or other matters connected with the Purchase Agreement and the other Ancillary Agreements, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Amendment No. 4 related to the Purchase Agreement and the other Ancillary Agreements. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any conditionother event that may occur or not occur prior to, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose on or occurred at any time prior to after the date hereof.

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors acknowledges acknowledge and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them has any the Borrower and Guarantors have no claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents or Affiliatesaffiliates); (iib) none of them has any the Borrower and the Guarantors have no offset right, counterclaim or defense of any kind against any of their obligationsthe Obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or Lenders and the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrower, and the Canadian Guarantors, if any. The Lenders and the Agent wish (and the Borrower and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's their rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrower, the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (Ai) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, Lenders or the Agent to the Borrower and the Administrative Agent to any of themGuarantors, except the obligations to be performed by the Banks, their successors, Lenders or the Administrative Agent hereafter for them as expressly stated in this Amendment Agreement and the other Loan Credit Documents, or as required by applicable law, and (Bii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them the Borrower and/or Guarantors might otherwise have against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (Ai) or (Bii) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.

No Present Claims. The Borrower, the Canadian Borrower and each of the Guarantors (a) Obligor acknowledges and agrees with Lender that, based upon the facts and circumstances existing as of the date hereof: (i) none of them it has any no claim or cause of action against any of the Banks, their predecessors or successors, or the Administrative Agent Lender (or any of their its directors, officers, employees, agents agents, affiliates or Affiliatesattorneys); (ii) none of them it has any no offset right, counterclaim or defense of any kind against any of their obligations, indebtedness or liabilities to the Banks, their predecessors or successors, or the Administrative AgentObligations; and (iii) each of the Banks, their predecessors and successors, and the Administrative Agent Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower, the Canadian Borrower Obligor. Lender wishes (and each of the Guarantors. The Borrower, the Canadian Borrower and each of the Guarantors and the Banks and the Administrative Agent wish Obligor agrees) to eliminate any possibility that any past conditions, acts, omissions, events, events or circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative AgentLender's rights, interests, contracts, collateral security or and/or remedies. Therefore, each For and in consideration of the Borroweragreements contained in this Agreement and other good and valuable consideration, Obligor unconditionally and irrevocably releases, waives and forever discharges Lender, together with its successors, assigns, subsidiaries, affiliates, agents and attorneys (collectively, the Canadian Borrower and each of the Guarantors unconditionally release"RELEASED PARTIES"), waive and forever discharge from: (Ax) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Released Parties to Obligor or any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (By) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which Obligor or any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent Released Parties or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereofthem, in either case (Ax) or (By) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereofexecution of this Agreement or which could hereafter arise as a result of the execution of (or the satisfaction of any condition to) this Agreement or any of the other Loan Documents. (b) Anything to the contrary contained herein notwithstanding, this Agreement shall be construed as a waiver and release by Obligor of Lender and its officers, directors, shareholders, agents, employees, servants, related corporations, affiliates, partnerships, or other entities, whether controlled by or related to Obligor, of any claims, rights, demands, injuries, debts, damages, liabilities, breaches, accounts, contracts, agreements, promissory notes, obligationes, causes of action, clams for relief, costs, expenses, liens, things suspected or unsuspected, of every kind and nature which now exist, and/or heretofore have existed in favor of Obligor against Lender. (c) Each Obligor acknowledges that Section 1542 of the Civil Code of California Provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing a release, which if known by him must have materially affected his settlement with the debtor." Each Obligor to this Agreement acknowledges that it may hereafter discover facts in addition to or different from those which it know or believes to be true with respect to the subject matter of the release given hereby, but that it is its intention to, and it does hereby, fully, finally and forever waive and all rights and defenses as set forth hereinabove. In furtherance of such intention, Obligor waives all rights granted to it by Section 1542 of the Civil Code of California and acknowledges that the release herein given shall be and remain in effect as a full and complete general release as to the matters released herein, notwithstanding the subsequent discovery or existence of any such additional or different facts.

No Present Claims. The Borrower, the Canadian Borrower Companies acknowledge and each of the Guarantors acknowledges and agrees agree that, based upon the facts and circumstances existing as of the date hereof: (ia) none of them the Companies or, to the knowledge of any of the Companies, any of their affiliates has any claim or cause of action against any of the Banks, their predecessors or successors, Lenders or the Administrative Agent (or any of their directors, officers, employees, agents attorneys or Affiliatesagents); (iib) none of them the Companies, or to the knowledge of any of the Companies, any of their affiliates has any offset rightrights, counterclaim counterclaims or defense defenses of any kind against any of their obligations, indebtedness or liabilities to any of the Banks, their predecessors or successors, Lenders or the Administrative Agent; and (iiic) each of the Banks, their predecessors and successors, Lenders and the Administrative Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the BorrowerCompanies and, to the Canadian Borrower and knowledge of each of the GuarantorsCompanies, each of their affiliates. The Borrower, the Canadian Borrower and each of the Guarantors Lenders and the Banks Agent wish (and the Administrative Agent wish Companies agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Banks' or the Administrative Agent's rights, interests, contracts, collateral security or remediesremedies of the Lenders or the Agent. Therefore, Companies, each on its own behalf and on behalf of each of its respective successors and assigns, hereby waives, releases and discharges the Borrower, Lenders and the Canadian Borrower and each of the Guarantors unconditionally release, waive and forever discharge (A) any Agent and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks, their predecessors and successors, and the Administrative Agent to any of them, except the obligations to be performed by the Banks, their successors, or the Administrative Agent hereafter for them as expressly stated in this Amendment and the other Loan Documents, or as required by applicable law, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which any of them might otherwise have against any of the Banks, their predecessors or successors, or the Administrative Agent or any of their directors, officers, employees, agents or Affiliates for their respective attorneys and agents, from any and all claims, demands, actions or omissions causes of action on or before the date hereof and arising out of or in any way relating to the Loan Documents and any documents, instruments, agreements (including this Forbearance Agreement), dealings or other matters connected with the Loan Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date hereofof this Forbearance Agreement related to the Loan Documents. The waivers, releases, and discharges in either case (A) or (B) above, on account this paragraph shall be effective regardless of any conditionother event that may occur or not occur prior to, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose on or occurred at any time prior to after the date hereof.