AGREEMENT OR ANY OTHER AGREEMENT,
LEASE OR INSTRUMENT TO WHICH THE 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.
25.
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.
26.
NO WAIVER.
THE EXECUTION OF THIS AMENDMENT
AND ACCEPTANCE OF THE TERM NOTE AND 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.
27.
RELEASE.
THE BORROWER, AND EACH GUARANTOR
BY SIGNING THE ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS SET FORTH BELOW, EACH
HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES THE
LENDER, AND ANY AND ALL PARTICIPANTS, 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 THE BORROWER OR SUCH GUARANTOR 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 AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF
ACTION ARE MATURED OR UNMATURED OR KNOWN OR UNKNOWN.
28.
COSTS AND EXPENSES.
THE BORROWER HEREBY
REAFFIRMS ITS AGREEMENT UNDER THE CREDIT AGREEMENT TO PAY OR REIMBURSE THE
LENDER ON DEMAND FOR ALL COSTS AND EXPENSES INCURRED BY THE LENDER IN CONNECTION
WITH THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ALL REASONABLE FEES AND
DISBURSEMENTS OF LEGAL COUNSEL.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE BORROWER SPECIFICALLY AGREES TO PAY ALL FEES AND DISBURSEMENTS OF
COUNSEL TO THE
11
Lender for the services performed by such counsel in connection with the
preparation of this Amendment and the documents and instruments incidental
hereto.
The Borrower hereby agrees that the Lender may, at any time or from
time to time in its sole discretion and without further authorization by the
Borrower, make a loan to the Borrower under the Credit Agreement, or apply the
proceeds of any loan, for the