EACH LENDER TO DATE IN FURTHERANCE OF THE FOREGOING AGREEMENTS AND ALL
OTHER LOAN AND SECURITY DOCUMENTS ARE REASONABLE AND APPROPRIATE UNDER THE
CIRCUMSTANCES AND ARE WITHIN THEIR RIGHTS UNDER SUCH AGREEMENTS AND APPLICABLE
LAW.
NOTWITHSTANDING THE FOREGOING, IN CONSIDERATION OF THE AGREEMENTS AND
UNDERSTANDINGS HEREIN, EACH LOAN PARTY AND THEIR RESPECTIVE EMPLOYEES, AGENTS,
OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, ATTORNEYS,
ASSOCIATES, EXECUTORS, HEIRS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, "ASSOCIATES"), HEREBY RELEASE, DISCHARGE, FOREVER ACQUIT AND
COVENANT NOT TO SUE THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR
ASSOCIATES FROM ALL CLAIMS BASED ON FACTS IN EXISTENCE AS OF THE CLOSING DATE
RELATED TO THE EXISTING CREDIT AGREEMENT OR THE EXISTING LOAN DOCUMENTS, OR THE
BUSINESS RELATIONSHIP AMONG THE LOAN PARTIES, THE ADMINISTRATIVE AGENT OR ANY
LENDER, WHETHER OR NOT ANY SUCH CLAIM IS KNOWN OR UNKNOWN.
EFFECT OF RESTATEMENT.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
AMENDS, MODIFIES AND RESTATES THE EXISTING INDEBTEDNESS TO LENDER UNDER THE
EXISTING CREDIT AGREEMENT; PROVIDED THAT THE EXECUTION AND DELIVERY OF THIS
AGREEMENT DOES NOT CONSTITUTE (A) A NOVATION OR (B) A WAIVER OR RELEASE OF ANY
INDEBTEDNESS OR OTHER MONETARY OBLIGATIONS OWING TO LENDER UNDER THE EXISTING
CREDIT AGREEMENT.
ON THE DATE OF THIS AGREEMENT, ALL EXISTING INDEBTEDNESS
SHALL CONSTITUTE OBLIGATIONS HEREUNDER AND ALL OUTSTANDING LOANS ADVANCED UNDER
THE EXISTING CREDIT AGREEMENT WILL BE DEEMED LOANS ADVANCED UNDER THIS
AGREEMENT.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT (A) THE LIENS AND
SECURITY INTERESTS GRANTED UNDER THE SECURITY DOCUMENTS (AS DEFINED UNDER THE
EXISTING CREDIT AGREEMENT) ARE CONTINUING AND IN FULL
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FORCE AND EFFECT AND, UPON THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT
AGREEMENT AND (B) ANY SECURITY DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT
AGREEMENT) BEING AMENDED AND RESTATED PURSUANT TO THE LOAN DOCUMENTS AND SUCH
LIENS AND SECURITY INTERESTS SECURE AND CONTINUE TO SECURE THE PAYMENT OF THE
OBLIGATIONS OF THE LOAN PARTIES UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND THAT THE OUTSTANDING AMOUNT OF TERM LOAN, $14,621,246.70, IS
HEREBY REPAID IN FULL WITH THE REVOLVING CREDIT LOANS MADE BY LENDERS FOR
BORROWERS' ACCOUNT UNDER THIS AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE AGREEMENT OF THE
BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR
WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY LENDER RELATIVE TO SUBJECT MATTER
HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN
DOCUMENTS.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES).
SUBMISSION TO JURISDICTION; WAIVERS.
Each Loan Party hereby irrevocably and unconditionally:
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION AND ENFORCEMENT OF ANY