ENTITY SHALL BE ENTITLED TO CLAIM
ANY RIGHT OR BENEFIT HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE STATUS OF A
THIRD-PARTY BENEFICIARY OF THIS AMENDMENT AND WAIVER.
SECTION 5.06.
THIS AMENDMENT AND WAIVER, TOGETHER WITH THE OTHER LOAN
DOCUMENTS
HERETOFORE EXECUTED, CONSTITUTES THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL PRIOR PROPOSALS, NEGOTIATIONS, AGREEMENTS AND UNDERSTANDINGS
RELATING TO SUCH SUBJECT MATTER.
IN ENTERING INTO THIS AGREEMENT, EACH
CO-BORROWER ACKNOWLEDGES THAT IT IS RELYING ON NO STATEMENT, REPRESENTATION,
WARRANTY, COVENANT OR
13
AGREEMENT OF ANY KIND MADE BY EITHER LENDER OR ANY EMPLOYEE OR AGENT OF EITHER
LENDER, EXCEPT FOR THE AGREEMENTS OF LENDERS SET FORTH HEREIN.
SECTION 5.07.
IF ANY PROVISION OF THIS AMENDMENT AND WAIVER SHALL BE
HELD INVALID OR UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION, SUCH
PROVISION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH
INVALIDITY OR ENFORCEABILITY WITHOUT IN ANY MANNER AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION OR THE REMAINING
PROVISIONS OF THIS AMENDMENT AND WAIVER IN ANY JURISDICTION.
SECTION 5.08.
ANY NOTICES WITH RESPECT TO THIS AMENDMENT AND WAIVER
SHALL BE GIVEN IN THE MANNER PROVIDED FOR IN THE CREDIT AGREEMENT.
SECTION 5.09.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS,
UNDERTAKINGS, WAIVERS AND RELEASES OF CO-BORROWERS CONTAINED HEREIN SHALL
SURVIVE THE TERMINATION OF THE CREDIT AGREEMENT AND PAYMENT IN FULL OF THE
OBLIGATIONS.
SECTION 5.10.
NO AMENDMENT, MODIFICATION, RESCISSION, WAIVER OR RELEASE
OF ANY PROVISION OF THIS AMENDMENT AND WAIVER SHALL BE EFFECTIVE UNLESS THE SAME
SHALL BE IN WRITING AND SIGNED BY THE PARTIES HERETO.
SECTION 5.11.
BY SIGNING BELOW EACH CO-BORROWER ON ITS OWN BEHALF AND
ON BEHALF OF ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES (I) EACH LENDER AND THE
ADMINISTRATIVE AGENT AND ALL OF THE AFFILIATES OF EACH LENDER AND THE
ADMINISTRATIVE AGENT, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND
(II) ALL OF THE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS
AND REPRESENTATIVES OF EACH LENDER AND THE ADMINISTRATIVE AGENT AND SUCH
AFFILIATES, AND THEIR RESPECTIVE HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "RELEASED PERSONS"), FROM ANY AND ALL CLAIMS, DEMANDS,
LIABILITIES, ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER
LIQUIDATED OR UNLIQUIDATED, KNOWN OR UNKNOWN, MATURED OR UNMATURED, FIXED OR
CONTINGENT WHICH ANY CO-BORROWER HAD, HAS OR MAY HAVE HAD AGAINST ANY OF THE
RELEASED PERSONS ARISING OUT OF OR IN ANY WAY RELATING TO THE OBLIGATIONS, ANY
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT), ANY LOAN DOCUMENT OR ANY
DOCUMENT, DEALING OR OTHER MATTER IN CONNECTION WITH ANY LOAN DOCUMENT OR ANY
COLLATERAL REFERENCED THEREIN, IN EACH CASE TO THE EXTENT ARISING ON OR PRIOR TO
THE DATE HEREOF OR OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR OTHER MATTERS
OCCURRING PRIOR TO THE DATE HEREOF (INCLUDING ANY ACTION OR OMISSION OF ANY
RELEASED PERSON PRIOR TO THE DATE HEREOF), THE NEGOTIATION AND DOCUMENTATION OF
THIS AMENDMENT AND WAIVER, AND ANY OF THE TRANSACTIONS MADE OR CONTEMPLATED TO
BE