each case, its
obligations thereunder, (b) acknowledges, renews and extends its continued
liability under, each Loan Document to which it is a party, (c) agrees that each
Loan Document to which it is a party remains in full force and effect,
notwithstanding the amendments thereto effective as of the Effective Date, and
(d) represents and warrants to the Administrative Agent and the Lenders that:
(i) all of the representations and warranties contained in each Loan Document to
which it is a party are true and correct in all material respects (except for
such representations and warranties that have a materiality or Material Adverse
Effect qualification, which shall be true and correct in all respects, subject
to such qualification as expressed therein), except to the extent any such
representations and warranties are expressly limited to an earlier date, in
which case, such representations and warranties shall continue to be true and
correct in all material respects (except for such representations and warranties
that have a materiality or Material Adverse Effect qualification, which shall be
true and correct in all respects, subject to such qualification as expressed
therein) as of such specified earlier date, (ii) immediately before giving
effect to this Amendment, no Default or Event of Default had occurred and was
continuing and (iii) immediately after giving effect to this Amendment, no
Default or Event of Default will have occurred and be continuing.
6.3
General Release. EACH OF THE PARENT BORROWER AND THE OTHER LOAN PARTIES
(ON BEHALF OF THEMSELVES AND THEIR RELATED PARTIES) HEREBY FOREVER WAIVES,
RELEASES, ACQUITS AND DISCHARGES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CROSSCLAIMS, COUNTERCLAIMS,
RIGHTS OF SET-OFF AND RECOUPMENT), SUITS, DEMANDS, DEBTS, ACCOUNTS, CONTRACTS,
LIABILITIES, OBLIGATIONS, JUDGMENTS, DAMAGES, ACTIONS AND CAUSES OF ACTIONS,
WHETHER IN LAW OR IN EQUITY, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR
UNKNOWN, WHETHER NOW OR HEREAFTER EXISTING, THAT THE PARENT BORROWER OR ANY
OTHER LOAN PARTY (AND EACH OF THEIR RELATED PARTIES) AT ANY TIME HAD OR HAS, OR
THAT ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS AND "CONTROLLING PERSONS"
(WITHIN THE MEANING OF FEDERAL SECURITIES LAWS) HEREAFTER CAN OR MAY HAVE
AGAINST THE ADMINISTRATIVE AGENT, THE L/C ISSUER, ANY ARRANGER, ANY LENDER OR
ANY OF THEIR RELATED PARTIES THROUGH THE DATE HEREOF AND THROUGH THE EFFECTIVE
DATE, IN EACH CASE IN CONNECTION WITH THE CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS, ALL OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
5
6.4
Loan Document. This Amendment and each agreement, instrument, certificate
or document executed by the Parent Borrower and/or the other Loan Parties, as
applicable, or any of their respective officers in connection therewith are
"Loan Documents" as defined and described in the Credit Agreement and all of the
terms and provisions of the Loan Documents relating to other Loan Documents
shall apply hereto and thereto.
6.5
Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original,