The Borrowers acknowledge, confirm and agree that they have no claims, counterclaims, offsets, defenses or causes of action against the Agent or any Lender with respect to amounts outstanding under the Credit Agreement or otherwise.  To the extent such claims, counterclaims, offsets, defenses and/or causes of actions should exist, whether known or unknown, at law or in equity, each of the Borrowers hereby WAIVES the same and RELEASES the Agent and the Lenders from any and all liability in connection therewith.