Person is party from and after the date hereof. The Credit Parties agree that the limited consent and waiver set forth herein shall be limited to the precise meaning of the words as written therein and shall not be deemed to prejudice any right or remedy that the Lender may now have or may in the future have under or in connection with the Loan Agreement or any other Loan Document other than with respect to the matters for which the limited consent and waiver set forth herein have been provided. The limited consent and waiver set forth herein shall not alter, affect, release or prejudice in any way any of the Obligations of the Credit Parties owed to the Lender under the Loan Agreement and such Obligations are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. This Agreement shall not be construed as establishing a course of conduct on the part of the Lender upon which the Credit Parties may rely at any time in the future, and the Credit Parties expressly waive any right to asse1t any claim to such effect at any time.
4.Representations and Warranties. Each of the Borrower and the other Credit Patties hereby represents and warrants to the Lender that the representations and warranties contained in the Loan Agreement or any other Loan Documents, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (or, if such representation or warranty is qualified by materially or a material adverse effect, in all respects), except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects (or, if such representation or warranty is qualified by materially or a material adverse effect, in all respects) as of such earlier date.
5.Acknowledgement and Reaffirmation. Each of the Borrower and the other Credit Parties hereby: (a) acknowledges and consents to this Agreement and the terms and provisions hereof; (b) reaffirms the covenants and agreements contained in each Loan Document, including, in each case, as such covenants and agreements may be modified by this Agreement; (c) reaffirms that each Lien created and granted in or pursuant to the Loan Documents in favor of the Lender is valid and subsisting, and acknowledges and agrees that this Agreement shall in no manner impair or otherwise adversely affect such Liens; and (d) confirms that each Loan Document is and shall continue to be in full force and effect and the same is hereby ratified and confirmed in all respects, except that upon the effectiveness of this Agreement, all references in such Loan Documents to the "Loan Agreement", "thereunder", "thereof' or words of like import shall mean the Loan Agreement and the other Loan Documents, as the case may be, as in effect and as modified by this Agreement.
6.Release. Each Credit Party hereby releases and forever discharges the Lender and its predecessors, successors, assigns, attorneys and related parties (each and every of the foregoing, a "Lender Party") from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, in each case to the extent arising in connection with or relating to any of the Loan Documents through the date hereof, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asse1ted, which any Credit Party may have or claim to have against any Lender Patty.
7.Miscellaneous. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by telecopy or other secure electronic format (.pdf) shall be effective as an original. The governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial provisions contained in the Loan Agreement are hereby incorporated by reference mutatis mutandis. This Agreement shall be effective upon the Lender's receipt of signature pages from the Borrower, the Guarantors, if any, and the Lender.
