(a) In consideration of the benefits received by the Credit Parties under this Agreement, and for other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby acknowledged), effective on the date of this Agreement, each of the Credit Parties, on behalf of itself, its Affiliates and its and its Affiliates agents, representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns (collectively, Releasors), hereby forever waives, releases and discharges each Lender, each Issuing Lender, each Joint Lead Arranger, the Agent, and each of their Affiliates and each of their and their Affiliates respective officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, shareholders, representatives, employees, principals, agents, parents, subsidiaries, joint ventures, financial advisors, investment advisors, consultants, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives and attorneys of any of them, each in their capacities as such, (collectively, the Releasees), of and from any and all claims, causes of action, suits, obligations, demands, debts, agreements, promises, liabilities, controversies, costs, damages, expenses and fees whatsoever, whether arising from any act, failure to act, omission, misrepresentation, fact, event, transaction or other cause, and whether based on any federal, state, local or foreign law or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, which any Releasor now has, has ever had or may hereafter have against any Releasee arising contemporaneously with or prior to the date of this Agreement or on account of or arising out of any matter, cause, circumstance or event occurring contemporaneously with or prior to the date of this Agreement that (in each case) relate to, arise out of, or otherwise are in connection with any or all of the Credit Documents or this Agreement, or the transactions contemplated hereby or thereby (collectively, the Released Claims), in each case, other than any such Released Claims arising from the gross negligence, bad faith or willful misconduct of any Releasee, as determined by a final, non-appealable judgement by a court of competent jurisdiction. Each of the Credit Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, Subsidiaries, Affiliates, successors and assigns, hereby unconditionally and irrevocably agrees that it will not sue any Releasee on the basis of any Released Claim. The Credit Parties obligations under this Section 4.04 shall survive termination of this Agreement.
(b) Releasors understand, acknowledge and agree that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provision of such release.
(c) Releasors agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above.
(d) Credit Parties represent and warrant that Credit Parties: (i) understand fully the terms of this Agreement and the consequences of the execution and delivery hereof, (ii) have been afforded an opportunity to have this Agreement reviewed by, and to discuss the same with, such attorneys and other persons as Credit Parties may wish, and (iii) have entered into this Agreement of their own free will and accord and without threat, duress or other coercion of any kind by any Person. Credit Parties acknowledge and agree that the terms and conditions of this Agreement are the result of negotiation between the parties hereto.