Common use of Outstanding Indebtedness; Waiver of Claims Clause in Contracts

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties acknowledges and agrees that as of the First Amendment Effective Date the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 and the aggregate amount outstanding of the Canadian Revolving Loans is $0 and that, as of the First Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the Agent, each Lender, each L/C Issuers and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties The Borrower hereby acknowledges and agrees that as of October 13, 1999 the First Amendment Effective Date the aggregate outstanding principal amount of the US Revolving Loans Loan is $60,080,891.24 102,733,072.26 and the aggregate amount outstanding of the Canadian Revolving Loans is $0 and that, as of the First Amendment Effective Date, that such principal amounts are amount is payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties The Borrower hereby further acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders Issuing Bank or the L/C Issuers Banks and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released "Indemnified Persons”") and hereby waives, releases, remises and forever discharges the Agent, each Lenderthe Issuing Bank, each L/C Issuers Bank and each other Released Indemnified Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Indemnified Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating in any way connected to the Credit Agreement or any other Loan Document. For purposes hereof, “"Claims” " shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Indemnified Person as the result of credit having been extended under the Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Amendment Effective Date (i) the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 8,000,000 and (ii) the aggregate amount outstanding of the Canadian Revolving Term Loans is $0 36,300,000, and that, as of the First Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the AgentAgents, the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the AgentAgents, each Lender, each L/C Issuers Issuer and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Forbearance Agreement, Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Forbearance Agreement, Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Amendment Effective Date the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 and the aggregate amount outstanding 30,000,000 plus applicable PIK interest as of the Canadian Revolving Loans is $0 First Amendment Effective Date, and that, as of the First Amendment Effective Date, such principal amounts are payable pursuant to the Second Lien Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Second Lien Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, Administrative Agent or the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the Administrative Agent, each Lender, each L/C Issuers Lender and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Second Lien Forbearance Agreement, Second Lien Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Second Lien Forbearance Agreement, Second Lien Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the The Credit Parties acknowledges hereby acknowledge and agrees agree that as of the First Amendment Effective Date June 29, 2006, the aggregate outstanding principal amount of the US (i) Revolving Loans (including the outstanding Letter of Credit Obligations) is $60,080,891.24 and the aggregate amount outstanding of the Canadian Revolving Loans 82,364,611.50, (ii) Term Loan A is $0 20,000,000 and that(iii) Term Loan B is $80,000,000 (collectively, as of the First Amendment Effective Date"Outstanding Obligations"), and that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges Agents, the AgentLenders, each Lender, each L/the Term Loan C Issuers Lenders and each other Released Indemnified Person from any and all Claims claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively, "Claims"), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any and every kind or character, known or unknown, direct and/or indirectwhich such Credit Parties ever had, at law now has or in equitymight hereafter have against Agents, the Lenders or the Term Loan C Lenders which relates, directly or indirectly, to any acts or omissions of whatsoever kind Agents, the Lenders, the Term Loan C Lenders or nature, whether heretofore any other Indemnified Person on or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof; provided that, and in Credit Parties do not waive any way directly or indirectly arising out of or relating Claim solely to the Credit Agreement extent such Claim relates to such Agent's, such Lender's, such Term Loan C Lender's or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits such Indemnified Person's gross negligence or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunderwillful misconduct.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties Borrower hereby acknowledges and agrees that as of the First Amendment Effective Date January 25, 2006 the aggregate outstanding principal amount of the US Revolving Loans is $60,080,891.24 42,081,339 and the aggregate outstanding principal amount outstanding of the Canadian Revolving Loans Term Loan is $0 9,000,000 and that, as of the First Amendment Effective Date, that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each Credit Party, each of the Credit Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating their successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Credit Agreement or any other Loan Document (includingParty, without limitationfor their past, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers present and their respective future employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partnersshareholders, predecessorsand trustees, subsidiary corporationsdoes hereby forever remise, parent corporations release and related corporate divisions discharge the Agent and each Lender and each of their respective successors successors-in-title, legal representatives and assigns assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable to any Credit Party, or any of them (all of collectively hereinafter the foregoing being the “Released Persons”) and hereby waives"Lender Parties"), releases, remises and forever discharges the Agent, each Lender, each L/C Issuers and each other Released Person from any and all Claims manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or any other compensation, recovery or relief on account of any and every characterliability, known obligation, demand or unknowncause of action of whatever nature relating to, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to in connection with the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilitiesincluding but not limited to, obligationsacts, losses, damages, penaltiesomissions to act, actions, judgmentsnegotiations, suits discussions and events resulting in the finalization and execution of this Amendment, as, among and between the Borrower and the Lender Parties, such claims whether now accrued and whether now known or claims which hereafter discovered from the beginning of time through the date hereof. Each Credit Party hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may be instituted or asserted against or incurred by such Released Person as have under Section 1542 of the result of credit having been extended under the Credit Agreement California Civil Code, or any other Loan Document similar provision of any other jurisdiction, as against the Lender Parties. 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 THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each Credit Party hereby acknowledges that the foregoing waiver of the Section 1542 of the California Civil Code was separately bargained for. Each Credit Party knowingly, voluntarily, intentionally and expressly waives any and all rights and benefits conferred by Section 1542, or otherwise arising in connection by any law of the any state or territory of the United States or any foreign country or principle of common law that is similar or analogous to Section 1542 and agrees and acknowledges that this waiver is an essential term of this Amendment, without which the consideration would not have been given by the Agent and the Lenders to the Borrower. As to each and every claim released hereunder, each Credit Party hereby represents that it has received the advice of legal counsel with regard to the transactions contemplated thereunderreleases contained herein.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties Borrower hereby acknowledges and agrees that as of the First Amendment Effective Date January 25, 2004 the aggregate outstanding principal amount of the US Revolving Loans is $60,080,891.24 37,354186.05 and the aggregate outstanding principal amount outstanding of the Canadian Revolving Loans Term Loan is $0 9,000,000 and that, as of the First Amendment Effective Date, that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each Credit Party, each of the Credit Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating their successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Credit Agreement or any other Loan Document (includingParty, without limitationfor their past, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers present and their respective future employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partnersshareholders, predecessorsand trustees, subsidiary corporationsdoes hereby forever remise, parent corporations release and related corporate divisions discharge the Agent and each Lender and each of their respective successors successors-in-title, legal representatives and assigns assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable to any Credit Party, or any of them (all of collectively hereinafter the foregoing being the “Released Persons”) and hereby waives"Lender Parties"), releases, remises and forever discharges the Agent, each Lender, each L/C Issuers and each other Released Person from any and all Claims manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or any other compensation, recovery or relief on account of any and every characterliability, known obligation, demand or unknowncause of action of whatever nature relating to, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to in connection with the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilitiesincluding but not limited to, obligationsacts, losses, damages, penaltiesomissions to act, actions, judgmentsnegotiations, suits discussions and events resulting in the finalization and execution of this Amendment, as, among and between the Borrower and the Lender Parties, such claims whether now accrued and whether now known or claims which hereafter discovered from the beginning of time through the date hereof. Each Credit Party hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may be instituted or asserted against or incurred by such Released Person as have under Section 1542 of the result of credit having been extended under the Credit Agreement California Civil Code, or any other Loan Document similar provision of any other jurisdiction, as against the Lender Parties. 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 THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each Credit Party hereby acknowledges that the foregoing waiver of the Section 1542 of the California Civil Code was separately bargained for. Each Credit Party knowingly, voluntarily, intentionally and expressly waives any and all rights and benefits conferred by Section 1542, or otherwise arising in connection by any law of the any state or territory of the United States or any foreign country or principle of common law that is similar or analogous to Section 1542 and agrees and acknowledges that this waiver is an essential term of this Amendment, without which the consideration would not have been given by the Agent and the Lenders to the Borrower. As to each and every claim released hereunder, each Credit Party hereby represents that it has received the advice of legal counsel with regard to the transactions contemplated thereunderreleases contained herein.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Fifth Amendment Effective Date the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 and 30,000,000 plus the aggregate amount outstanding applicable PIK interest as of the Canadian Revolving Loans is $0 Fifth Amendment Effective Date, and that, as of the First Fifth Amendment Effective Date, such principal amounts are payable pursuant to the Second Lien Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Second Lien Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, Administrative Agent or the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the Administrative Agent, each Lender, each L/C Issuers Lender and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Second Lien Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Second Lien Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Borrower and each other Credit Parties Party hereby acknowledges and agrees that as of the First Amendment Effective Date the aggregate outstanding principal amount of the US Revolving Loans Loan as of December [ ], 2008 is $60,080,891.24 [ ] and the aggregate amount outstanding of the Canadian Revolving Loans is $0 and that, as of the First Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement Agreement, as modified hereby, without defense, offset, withholding, counterclaim or deduction of any kind. Each of Borrower and the other Credit Parties hereby acknowledges acknowledge that it has they have no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers Lender and their respective its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waiveswaive, releasesrelease, remises remise and forever discharges the Agent, each Lender, each L/C Issuers discharge Lender and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties The Borrower hereby acknowledges and agrees that as of October 28, 1999 the First Amendment Effective Date the aggregate outstanding principal amount of the US Revolving Loans Loan is $60,080,891.24 102,733,072.26 and the aggregate amount outstanding of the Canadian Revolving Loans is $0 and that, as of the First Amendment Effective Date, that such principal amounts are amount is payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties The Borrower hereby further acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders Issuing Bank or the L/C Issuers Banks and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”"Indemnified Person") and hereby waives, releases, remises and forever discharges the Agent, each Lenderthe Issuing Bank, each L/C Issuers Bank and each other Released Indemnified Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Indemnified Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating in any way connected to the Credit Agreement or any other Loan Document. For purposes hereof, “"Claims” " shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Indemnified Person as the result of credit having been extended under the Credit Agreement or 3 any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Borrower and each other Credit Parties Party hereby acknowledges and agrees that the aggregate outstanding principal amount of the Revolving Loan as of the First Fifth Amendment Effective Date the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 15,000,000 and the aggregate amount outstanding of the Canadian Revolving Loans is $0 and that, as of the First Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement Agreement, as modified hereby, without defense, offset, withholding, counterclaim or deduction of any kind. Each of Borrower and the other Credit Parties hereby acknowledges acknowledge that it has they have no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers Lender and their respective its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waiveswaive, releasesrelease, remises remise and forever discharges the Agent, each Lender, each L/C Issuers discharge Lender and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Second Amendment Effective Date (i) the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 8,000,000 and (ii) the aggregate amount outstanding of the Canadian Revolving Term Loans is $0 36,300,000, and that, as of the First Second Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the AgentAgents, the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the AgentAgents, each Lender, each L/C Issuers Issuer and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Forbearance Agreement, Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Forbearance Agreement, Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Second Amendment Effective Date the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 and the aggregate amount outstanding 30,000,000 plus applicable PIK interest as of the Canadian Revolving Loans is $0 Second Amendment Effective Date, and that, as of the First Second Amendment Effective Date, such principal amounts are payable pursuant to the Second Lien Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Second Lien Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the Agent, Administrative Agent or the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the Administrative Agent, each Lender, each L/C Issuers Lender and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Second Lien Forbearance Agreement, Second Lien Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Second Lien Forbearance Agreement, Second Lien Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Parties Borrower hereby acknowledges and agrees that as of the First Amendment Effective Date December 1, 2004 the aggregate outstanding principal amount of the US Revolving Loans is $60,080,891.24 79,392,703.73 and the aggregate outstanding principal amount outstanding of the Canadian Revolving Loans Term Loan is $0 9,000,000 and that, as of the First Amendment Effective Date, that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each Credit Party, each of the Credit Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating their successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Credit Agreement or any other Loan Document (includingParty, without limitationfor their past, as a result of credit having been extended thereunder) against the Agent, the Lenders or the L/C Issuers present and their respective future employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partnersshareholders, predecessorsand trustees, subsidiary corporationsdoes hereby forever remise, parent corporations release and related corporate divisions discharge the Agent and each Lender and each of their respective successors successors-in-title, legal representatives and assigns assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable to any Credit Party, or any of them (all of collectively hereinafter the foregoing being the “Released Persons”) and hereby waives"Lender Parties"), releases, remises and forever discharges the Agent, each Lender, each L/C Issuers and each other Released Person from any and all Claims manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys' fees, or any other compensation, recovery or relief on account of any and every characterliability, known obligation, demand or unknowncause of action of whatever nature relating to, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to in connection with the Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilitiesincluding but not limited to, obligationsacts, losses, damages, penaltiesomissions to act, actions, judgmentsnegotiations, suits discussions and events resulting in the finalization and execution of this Amendment, as, among and between the Borrower and the Lender Parties, such claims whether now accrued and whether now known or claims which hereafter discovered from the beginning of time through the date hereof. Each Credit Party hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may be instituted or asserted against or incurred by such Released Person as have under Section 1542 of the result of credit having been extended under the Credit Agreement California Civil Code, or any other Loan Document similar provision of any other jurisdiction, as against the Lender Parties. 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 THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each Credit Party hereby acknowledges that the foregoing waiver of the Section 1542 of the California Civil Code was separately bargained for. Each Credit Party knowingly, voluntarily, intentionally and expressly waives any and all rights and benefits conferred by Section 1542, or otherwise arising in connection by any law of the any state or territory of the United States or any foreign country or principle of common law that is similar or analogous to Section 1542 and agrees and acknowledges that this waiver is an essential term of this Amendment, without which the consideration would not have been given by the Agent and the Lenders to the Borrower. As to each and every claim released hereunder, each Credit Party hereby represents that it has received the advice of legal counsel with regard to the transactions contemplated thereunderreleases contained herein.

Outstanding Indebtedness; Waiver of Claims. Each of the Credit Borrower and the other Loan Parties hereby acknowledges and agrees that as of the First Fourth Amendment Effective Date (i) the aggregate outstanding amount of the US Revolving Loans is $60,080,891.24 8,000,000 and (ii) the aggregate amount outstanding of the Canadian Revolving Term Loans is $0 36,300,000, and that, as of the First Fourth Amendment Effective Date, such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Borrower and the other Loan Parties hereby acknowledges that it has no Claims (as hereinafter defined) arising out of or relating to the Credit Agreement or any other Loan Document (including, without limitation, as a result of credit having been extended thereunder) against the AgentAgents, the Lenders or the L/C Issuers and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, subsidiary corporations, parent corporations and related corporate divisions and their respective successors and assigns (all of the foregoing being the “Released Persons”) and hereby waives, releases, remises and forever discharges the AgentAgents, each Lender, each L/C Issuers Issuer and each other Released Person from any and all Claims of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any Released Person prior to and including the date hereof, and in any way directly or indirectly arising out of or relating to the Forbearance Agreement, Credit Agreement or any other Loan Document. For purposes hereof, “Claims” shall mean all liabilities, obligations, losses, damages, penalties, actions, judgments, suits or claims which may be instituted or asserted against or incurred by such Released Person as the result of credit having been extended under the Forbearance Agreement, Credit Agreement or any other Loan Document or otherwise arising in connection with the transactions contemplated thereunder.