Common use of Waiver of Claims and Defenses Clause in Contracts

Waiver of Claims and Defenses. By execution of this Agreement, Borrower and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of To induce the Payee to enter into this Forbearance Agreement, Borrower each Maker represents and warrants to Payee that as of the Forbearance Date there are no claims or offsets against or defenses or counterclaims to their respective obligations under the Loan Documents, and each Guarantor acknowledges Maker waives any and confirms that it does not have any all such claims, offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lenderdefenses, or any counterclaims whether known or unknown, arising prior to the Forbearance Date. Additionally, each Maker, on behalf of their subsidiariesitself and its shareholders/owners, hereby releases and agrees to hold the Payee, and each of its legal representatives, successors, affiliates, parents, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective pastsuccessors, present assigns, heirs, executors, and future directors, officers, managers, agents, employees, insurers, attorneys, representatives administrators harmless from any and all claims, actions, suits, causes of their respective heirsaction, successors accounts, judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and assigns controversies now in existence concerning or in connection with the Note, this Forbearance Agreement, or any other Loan Documents (collectively, the “Released Parties”)"Claims") of every nature and description, of and from any and all manner of action at law or causes of actionin equity, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted foreseen or unassertedunforeseen, liquidated or unliquidated, fixed or contingent, direct or indirect, which and regardless of whether the Borrower or the GuarantorsMaker, or their legal representatives, successors or assigns, ever had or now have or any other person hereafter discovers any fact which may claim give rise to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of this Agreement, Borrower and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx xxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of this Agreement, Borrower and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement Amendment and the other Loan Documents executed in connection with this Agreement Amendment and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this AgreementAmendment, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement Amendment is and will remain in effect in all respects as a complete and general release as to all matters released in this AgreementAmendment, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of this Agreement, Borrower and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement Amendment and the other Loan Documents executed in connection with this Agreement Amendment and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this AgreementAmendment, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement Amendment is and will remain in effect in all respects as a complete and general release as to all matters released in this AgreementAmendment, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of this Agreement, Borrower and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders Lender have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution of To induce the Payee to enter into this Forbearance Agreement, Borrower each Maker represents and warrants to Payee that as of the Forbearance Date there are no claims or offsets against or defenses or counterclaims to their respective obligations under the Loan Documents, and each Guarantor acknowledges Maker waives any and confirms that it does not have any all such claims, offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lenderdefenses, or any counterclaims whether known or unknown, arising prior to the Forbearance Date. Additionally, each Maker, on behalf of their subsidiariesitself and its shareholders/owners, hereby releases and agrees to hold the Payee, and each of its legal representatives, successors, affiliates, parents, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective pastsuccessors, present assigns, heirs, executors, and future directors, officers, managers, agents, employees, insurers, attorneys, representatives administrators harmless from any and all claims, actions, suits, causes of their respective heirsaction, successors accounts, judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and assigns controversies now in existence concerning or in connection with the Note, this Forbearance Agreement, or any other Loan Documents (collectively, the “Released PartiesClaims”)) of every nature and description, of and from any and all manner of action at law or causes of actionin equity, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted foreseen or unassertedunforeseen, liquidated or unliquidated, fixed or contingent, direct or indirect, which and regardless of whether the Borrower or the GuarantorsMaker, or their legal representatives, successors or assigns, ever had or now have or any other person hereafter discovers any fact which may claim give rise to have against any of the Released Parties, with respect to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstances.

Waiver of Claims and Defenses. By execution To induce Lessor to enter ----------------------------- into this Amendment, Lessee represents and warrants that as of this Agreementthe Amendment Date there are no claims or offsets against or defenses or counterclaims to Lessee's obligations under the Master Lease, Borrower and Lessee waives any and all such claims, offsets, defenses, or counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, Lessee hereby releases Lessor and each Guarantor acknowledges and confirms that it does not have any offsetsof its respective legal representatives, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiariessuccessors, affiliates, parent, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantorsits respective successors, for and on behalf of themselves and their legal representatives, successors and assigns, do waiveheirs, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiariesexecutors, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives administrators from any and all claims, actions, suits, causes of their respective heirsaction, successors accounts, judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and assigns controversies now in existence concerning or in connection with the Master Lease or this Amendment (collectively, the “Released Parties”), "Claims") of every nature and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damagesdescription, in each case law or in ------ equity, whether known or unknown, asserted foreseen or unassertedunforseen, liquidated or unliquidated, fixed or contingent, direct or indirect, and regardless of whether Lessee hereafter discovers any facts which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect give rise to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstancesClaim.

Waiver of Claims and Defenses. By execution of To induce Bank, BOLC, and ----------------------------- Secured Party to enter into this AgreementAmendment, Borrower represents and warrants that as of the Amendment Date there are no claims or offsets against or defenses or counterclaims to Borrower's obligations under the Loan Documents or the Lease Agreements, and Borrower waives any and all such claims, offsets, defenses, or counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, Borrower hereby releases Bank, BOLC, and Secured Party and each Guarantor acknowledges and confirms that it does not have any offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiariesrespective legal representatives, successors, affiliates, parent, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantorsits respective successors, for and on behalf of themselves and their legal representatives, successors and assigns, do waiveheirs, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiariesexecutors, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns administrators (collectively, the “Released "Creditor Parties”), of and ") from any ---------------- and all manner of action or claims, actions, suits, causes of action, suitsaccounts, claimsjudgments, agreements, promises, executions, debts, damages, demands, judgmentsrights, damagesobligations, levies liabilities, and executions of whatsoever kindcontroversies now in existence concerning or in connection with the Loan Agreement, nature or description arising on or before the date hereof, including, without limitationthis Amendment, any claimsother Loan Document, lossesor the Lease Agreements (collectively, costs or damages, including compensatory the "Claims") of every nature and punitive damagesdescription, in each case law ------ or in equity, whether known or unknown, asserted foreseen or unassertedunforseen, liquidated or unliquidated, fixed or contingent, direct or indirect, and regardless of whether Borrower hereafter discovers any facts which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect give rise to any matter whatsoeverClaim. THIS AMENDMENT, includingTOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LEASE AGREEMENTS, without limitationAS WRITTEN, the Loan DocumentsREPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, the administration of the Loan DocumentsCONTEMPORANEOUS, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”)OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstancesTHERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

Waiver of Claims and Defenses. By execution of To induce Bank to enter ----------------------------- into this AgreementAmendment, Borrower represents and warrants that as of the Amendment Date there are no claims or offsets against or defenses or counterclaims to Borrower's obligations under the Loan Documents or the Lease Agreements, and Borrower waives any and all such claims, offsets, defenses, or counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, Borrower hereby releases Bank and each Guarantor acknowledges and confirms that it does not have any offsetsof its legal representatives, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiariessuccessors, affiliates, parent, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantorsits respective successors, for and on behalf of themselves and their legal representatives, successors and assigns, do waiveheirs, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiariesexecutors, and affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns administrators (collectively, the “Released "Creditor -------- Parties”), of and ") from any and all manner of action or claims, actions, suits, causes of action, suitsaccounts, claims------- judgments, agreements, promises, executions, debts, damages, demands, judgmentsrights, damagesobligations, levies liabilities, and executions controversies now in existence concerning or in connection with the Loan Agreement, this Amendment, or any other Loan Document (collectively, the "Claims") of whatsoever kind, every nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damagesdescription, in each case law or in ------ equity, whether known or unknown, asserted foreseen or unassertedunforseen, liquidated or unliquidated, fixed or contingent, direct or indirect, and regardless of whether Borrower hereafter discovers any facts which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect give rise to any matter whatsoeverClaim. THIS AMENDMENT, includingTOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, without limitationAS WRITTEN, the Loan DocumentsREPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, the administration of the Loan DocumentsCONTEMPORANEOUS, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”)OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstancesTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Waiver of Claims and Defenses. By execution of To induce the Agent and the Banks to enter into this AgreementAmendment, the Borrower and each Guarantor acknowledges (collectively, the "Obligated Parties" and confirms individually, an "Obligated Party") represents and warrants that it does not have as of the Amendment Date there are no claims or offsets against or defenses or counterclaims to their respective obligations under the Credit Documents, and each Obligated Party waives any and all such claims, offsets, defenses or claims arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lenderdefenses, or any counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, each Obligated Party hereby releases the Agent and the Banks, and each of their subsidiariesrespective legal representatives, successors, affiliates, parents, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, employees, agents, attorneys, predecessorsand employees, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Administrative Agent and each Lender, its parents, subsidiaries, and affiliates, its and their respective pastsuccessors, present and future directorsassigns, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors executors, and assigns administrators (collectively, the “Released "Bank Parties”), of and ") from any and all manner of action or claims, actions, suits, causes of action, suitsaccounts, claimsjudgments, agreements, promises, executions, debts, damages, demands, judgmentsrights, damagesobligations, levies liabilities, and executions controversies now in existence concerning or in connection with the Credit Agreement, this Amendment, or any other Credit Document (collectively, the "Claims") of whatsoever kind, every nature or description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damagesdescription, in each case law or in equity, whether known or unknown, asserted foreseen or unassertedunforeseen, liquidated or unliquidated, fixed or contingent, direct or indirect, and regardless of whether any Obligated Party hereafter discovers any facts which the Borrower or the Guarantors, or their legal representatives, successors or assigns, ever had or now have or may claim to have against any of the Released Parties, with respect give rise to any matter whatsoever, including, without limitation, the Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, arising on or before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the Claims, and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and applicable law, and has acted reasonably, in good faith, and appropriately under the circumstancesClaim.