TO THE LOAN DOCUMENTS ARE INTENDED OR IMPLIED AND
IN ALL OTHER RESPECTS THE LOAN DOCUMENTS ARE HEREBY SPECIFICALLY RATIFIED,
RESTATED AND CONFIRMED BY ALL PARTIES HERETO AS OF THE EFFECTIVE DATE HEREOF. TO
THE EXTENT OF CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, THE TERMS OF THIS AGREEMENT SHALL CONTROL. THE CREDIT AGREEMENT AND
THIS AGREEMENT SHALL BE READ AND CONSTRUED AS ONE AGREEMENT.
5.2
COSTS AND EXPENSES. EXCEPT AS MAY BE LIMITED BY APPLICABLE LAW IN
THE BANKRUPTCY CASES, THE BORROWERS HEREBY AGREE THAT THEY SHALL REIMBURSE THE
AGENT ON DEMAND FOR ALL COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEY'S FEES) INCURRED BY SUCH PARTIES IN CONNECTION WITH THE NEGOTIATION,
DOCUMENTATION AND CONSUMMATION OF THIS AGREEMENT AND ANY OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH AND THEREWITH.
5.3
BINDING EFFECT. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF EACH OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
5.4
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. ALL REPRESENTATIONS AND
WARRANTIES MADE IN THIS AGREEMENT OR ANY OTHER DOCUMENT FURNISHED IN CONNECTION
WITH THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER DOCUMENTS, AND NO INVESTIGATION BY AGENT OR ANY LENDER OR ANY
CLOSING SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF AGENT
AND LENDERS TO RELY UPON THEM.
5.5
RELEASE.
(A)
EACH CREDIT PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS,
ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY RELEASES, REMISES AND FOREVER DISCHARGES GE CAPITAL, AGENT AND
LENDERS, AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR PRESENT AND FORMER
SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS,
OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (GE CAPITAL,
AGENT, EACH LENDER AND ALL SUCH OTHER PERSONS BEING HEREINAFTER REFERRED TO
COLLECTIVELY AS THE "RELEASEES" AND INDIVIDUALLY AS A "RELEASEE"), OF AND FROM
ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, SUMS OF MONEY,
ACCOUNTS, BILLS, RECKONINGS, DAMAGES AND ANY AND ALL OTHER CLAIMS,
COUNTERCLAIMS, DEFENSES, RIGHTS OF SET OFF, DEMANDS AND LIABILITIES WHATSOEVER
(INDIVIDUALLY, A "CLAIM" AND COLLECTIVELY, "CLAIMS") OF EVERY NAME AND NATURE,
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT LAW AND IN EQUITY, WHICH
SUCH CREDIT PARTY OR ANY OF ITS SUCCESSORS, ASSIGNS, OR OTHER LEGAL
REPRESENTATIVES MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST
THE RELEASEES OR ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE,
ACTION, CAUSE OR THING WHATSOEVER WHICH ARISES AT ANY TIME ON OR PRIOR TO THE
DATE THAT THIS AGREEMENT IS EXECUTED BY ALL PARTIES, INCLUDING, WITHOUT
LIMITATION, FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION
WITH THE
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TRANSACTIONS THEREUNDER
OR RELATED THERETO AND WHICH ARISE AT ANY TIME ON OR PRIOR TO THE DATE THAT THIS
AGREEMENT IS EXECUTED BY ALL PARTIES.
(b)
Each Credit Party understands, acknowledges and agrees that its
release set forth above may be pleaded as a full