AFTER THE DATE HEREOF
AS EXPRESSLY STATED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND
(B) ALL CLAIMS, DEMANDS, OBLIGATIONS, REMEDIES, SUITS, DAMAGES, LIABILITIES,
OFFSETS, CAUSES OF ACTION, RIGHT OF RECOUPMENT, SUITS OR DEFENSES OF ANY KIND
WHATSOEVER (IF ANY), WHETHER ARISING AT LAW OR IN EQUITY, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR CLAIMED, WHETHER ARISING UNDER COMMON LAW, IN EQUITY OR
UNDER STATUTE, WHICH THE BORROWER EVER HAD OR NOW HAS AGAINST THE RELEASED
LENDER PARTIES, OR WHICH ANY LOAN PARTY MIGHT OTHERWISE HAVE AGAINST ANY OF THE
RELEASED LENDER PARTIES) IN EITHER CASE (A) OR (B), ON ACCOUNT OF ANY PAST OR
PRESENTLY EXISTING CONDITION, ACT, OMISSION, EVENT, CONTRACT, LIABILITY,
OBLIGATION, INDEBTEDNESS, CLAIM, CAUSE OF ACTION, DEFENSE, CIRCUMSTANCE OR
MATTER OF ANY KIND ARISING UNDER OR IN CONNECTION WITH OR ARISING OUT OF THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS (COLLECTIVELY, THE "RELEASED
CLAIMS").
EACH OF THE LOAN PARTIES AGREES NOT TO SUE ANY OF THE RELEASED LENDER
PARTIES OR PROSECUTE OR CAUSE TO BE COMMENCED OR PROSECUTED, OR IN ANY WAY
ASSIST ANY OTHER PERSON OR ENTITY IN SUING, PROSECUTING OR CAUSING TO BE
COMMENCED ANY SUIT OR PROSECUTION OF ANY OF THE RELEASED LENDER PARTIES IN
CONNECTION WITH THE RELEASED CLAIMS.
TO THE EXTENT NOT PROHIBITED BY LAW, THIS
RELEASE PROVISION MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE TO, AND MAY BE
USED AS THE BASIS FOR AN INJUNCTION AGAINST, ANY ACTION, SUIT, OR OTHER
PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED, OR ATTEMPTED IN BREACH OF THE
RELEASE CONTAINED HEREIN.
THE AGREEMENTS OF THE BORROWER AND THE LOAN PARTIES
SET FORTH IN THIS SECTION ENTITLED "RELEASE" SHALL SURVIVE TERMINATION OF THIS
AMENDMENT.
§10.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY EACH PARTY ON A SEPARATE COUNTERPART, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
IN PROVING THIS AMENDMENT, IT SHALL
NOT BE NECESSARY TO PRODUCE OR ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART SIGNED
BY THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
§11.
INTERPRETATION.
THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS ARE THE RESULT OF NEGOTIATION AMONG, AND HAVE BEEN REVIEWED BY
COUNSEL TO, AMONG OTHERS, THE ADMINISTRATIVE AGENT AND THE BORROWER AND ARE THE
PRODUCT OF DISCUSSIONS AND NEGOTIATIONS AMONG ALL PARTIES.
ACCORDINGLY, THIS
AMENDMENT, CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE NOT INTENDED TO BE
CONSTRUED AGAINST THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS MERELY ON
ACCOUNT OF THE ADMINISTRATIVE AGENT'S OR ANY LENDER'S INVOLVEMENT IN THE
PREPARATION OF SUCH DOCUMENTS.
§12.
LOAN DOCUMENT.
THIS AMENDMENT IS A LOAN DOCUMENT UNDER THE TERMS OF
THE CREDIT AGREEMENT.
§13.
CONSENT REGARDING COLLATERAL DOCUMENTS AND GUARANTY AGREEMENTS.
(A)
THE REQUIRED LENDERS HEREBY CONSENT TO AMENDMENTS AND RESTATEMENTS
OF EACH OF THE GUARANTY AGREEMENTS AND PLEDGE AGREEMENTS TO CONFORM TO THE
PROVISIONS OF THIS AMENDMENT.
THE REQUIRED LENDERS HEREBY AUTHORIZE THE
ADMINISTRATIVE AGENT, ON BEHALF OF