any Released Party.
(v)It is understood and agreed by Released Parties that the acceptance of
delivery of the releases set forth in this Agreement shall not be deemed or
construed as an admission of liability by any of the Released Parties and
Administrative Agent, on behalf of itself and the other Released Parties, hereby
expressly denies liability of any nature whatsoever arising from or related to
the subject of such releases.
(b)INDEMNIFICATION. EACH OBLIGOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD
HARMLESS THE RELEASED PARTIES, TO THE EXTENT SET FORTH IN THE CREDIT AGREEMENT,
FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS,
JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH THE RELEASED PARTIES MAY INCUR
AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE FAILURE OF OBLIGORS TO PERFORM
ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT; OR (B) ANY FAILURE AT
ANY TIME OF ANY OF OBLIGORS' REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN TO
BE TRUE AND CORRECT.
OBLIGORS' DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND
HOLD HARMLESS THE RELEASED PARTIES SHALL SURVIVE THE FORBEARANCE TERMINATION
DATE.
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Loan No. 12503DAN8
11.OTHER BANKING RELATIONSHIPS.
This Agreement only pertains to the Loan
Documents.
The parties acknowledge that they may, now or in the future, have
other lending, borrowing or banking relationships, none of which are affected by
this Agreement.
12.APPLICABLE LAW.
The substantive laws of the State of New York shall govern
the construction of this Agreement and the rights and remedies of the parties
hereto.
13.LITIGATION; FORUM SELECTION; GOVERNING LAW.
Section 13.5
and Section 13.13
of the Credit Agreement are hereby incorporated into this Agreement by this
reference as if set forth in full herein.
14.ENTIRE AGREEMENT; NO VERBAL AGREEMENTS.
(a)This Agreement and the documents referred to herein or delivered in
connection herewith constitute the entire agreement and understanding between
the parties concerning the subject matter hereof, and supersede and replace all
prior negotiations, proposed agreements and agreements written or verbal
concerning the subject matter hereof.
Each of the parties to this Agreement
acknowledges that no other party to this Agreement, nor any agent or attorney of
any such party, has made any promise, representation or warranty whatsoever,
express or implied, not contained in this Agreement, to induce it to execute
this Agreement.
Each of the parties further acknowledges that it is not
executing this Agreement in reliance on any promise, representation or warranty
not contained in this Agreement.
(b)Except for the matters specifically set forth herein, this Agreement does not
alter, amend, modify or release any right of Administrative Agent or Lenders, or
any obligations of Obligors in connection with the Loan Documents.
By execution
of this Agreement, Administrative Agent and Lenders are not waiving any
principal, interest, costs or attorney's fees or any other amounts payable under
the Loan Documents.
(c)THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT