OR BY-LAWS OF ANY BORROWER, OR
(III) RESULT IN A BREACH OF OR
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CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR LOAN OR CREDIT AGREEMENT OR ANY
OTHER AGREEMENT, LEASE OR INSTRUMENT TO WHICH ANY BORROWER IS A PARTY OR BY
WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V
OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF AS THOUGH MADE
ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
13.
ACQUISITION DOCUMENTS. THE BORROWERS HAVE FURNISHED TO THE LENDER
TRUE, COMPLETE AND CORRECT COPIES OF ALL ACQUISITION DOCUMENTS. THE ACQUISITION
DOCUMENTS HAVE NOT SUBSEQUENTLY BEEN AMENDED, SUPPLEMENTED OR MODIFIED. THE
ACQUISITION DOCUMENTS CONSTITUTE THE COMPLETE UNDERSTANDING AMONG THE PARTIES
THERETO IN RESPECT OF THE MATTERS AND TRANSACTIONS COVERED THEREBY. THE
ACQUISITION DOCUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY THE PARTIES
THERETO AND ARE IN FULL FORCE AND EFFECT. ALL REPRESENTATIONS AND WARRANTIES
MADE BY THE BORROWERS IN THE ACQUISITION DOCUMENTS, AND, TO THE BEST KNOWLEDGE
OF THE BORROWERS AFTER DUE INQUIRY, ALL REPRESENTATIONS AND WARRANTIES MADE BY
THE OTHER PARTIES TO THE ACQUISITION DOCUMENTS, ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS.
14.
REFERENCES. ALL REFERENCES IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT AS AMENDED HEREBY;
AND ANY AND ALL REFERENCES IN THE SECURITY DOCUMENTS TO THE CREDIT AGREEMENT
SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
15.
NO WAIVER. THE EXECUTION OF THIS AMENDMENT AND ACCEPTANCE OF ANY
DOCUMENTS RELATED HERETO SHALL NOT BE DEEMED TO BE A WAIVER OF ANY DEFAULT OR
EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT OR BREACH, DEFAULT OR EVENT OF
DEFAULT UNDER ANY SECURITY DOCUMENT OR OTHER DOCUMENT HELD BY THE LENDER,
WHETHER OR NOT KNOWN TO THE LENDER AND WHETHER OR NOT EXISTING ON THE DATE OF
THIS AMENDMENT.
16.
RELEASE. EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES THE LENDER, AND ANY AND ALL PARENT CORPORATIONS,
SUBSIDIARY CORPORATIONS, AFFILIATED CORPORATIONS, INSURERS, INDEMNITORS,
SUCCESSORS AND ASSIGNS THEREOF, TOGETHER WITH ALL OF THE PRESENT AND FORMER
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND
ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION,
WHETHER ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR
FEDERAL LAW OR OTHERWISE, WHICH ANY BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM
TO HAVE AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY ACT, OMISSION, MATTER,
CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING
THE DATE OF THIS AGREEMENT,
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WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR
KNOWN OR UNKNOWN.
17.
COSTS AND EXPENSES. THE BORROWERS HEREBY REAFFIRM THEIR AGREEMENT
UNDER THE CREDIT AGREEMENT TO PAY OR REIMBURSE THE LENDER ON DEMAND