FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT.
(F)
A FAILURE BY BORROWERS TO COMPLY WITH THE FOREGOING COVENANTS
SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT.
9.
AMENDMENT FEE.
BORROWERS HEREBY AGREE TO PAY TO ADMINISTRATIVE
AGENT ON THE DATE HEREOF, FOR DISTRIBUTION TO THE LENDERS BASED ON THEIR PRO
RATA SHARES, AN AMENDMENT FEE EQUAL TO $150,000.
THE FOREGOING AMENDMENT FEE IS
IN ADDITION TO, AND NOT IN LIEU OF, ALL OTHER FEES CHARGED TO THE BORROWERS
UNDER THE LOAN DOCUMENTS.
10.
RELEASE.
EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT AND THE LENDERS, 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 SUCH
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 WAIVER, WHETHER
SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR
10
KNOWN (AND FOR THE AVOIDANCE OF DOUBT, NOT INCLUDING ANY ACT, OMISSION, MATTER,
CAUSE OR THING WHATSOEVER ARISING AFTER THE DATE OF THIS WAIVER) OR UNKNOWN.
11.
MISCELLANEOUS.
(A)
WARRANTIES AND ABSENCE OF DEFAULTS.
IN ORDER TO INDUCE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS TO ENTER INTO THIS WAIVER, EACH
BORROWER HEREBY WARRANTS TO ADMINISTRATIVE AGENT AND THE LENDERS, AS OF THE DATE
HEREOF, THAT:
(I)
OTHER THAN AS WAIVED HEREUNDER, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE CREDIT AGREEMENT OR IN THE OTHER LOAN DOCUMENTS
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS 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); AND
(II)
NO DEFAULT OR EVENT OF DEFAULT (OTHER THAN THE SPECIFIED DEFAULTS
AND THE EXPECTED DEFAULT RELATED TO THE FAILURE OF BORROWERS TO MAINTAIN A
LEVERAGE RATIO OF NOT MORE THAN 2.25:1.00 FOR THE FOUR FISCAL QUARTERS ENDED
JUNE 30, 2006) SHALL HAVE OCCURRED AND BE CONTINUING ON THE DATE HEREOF.
(B)
EXPENSES.
BORROWERS, JOINTLY AND SEVERALLY, AGREE TO PAY ON
DEMAND ALL REASONABLE COSTS AND EXPENSES OF ADMINISTRATIVE AGENT (INCLUDING THE
REASONABLE FEES AND EXPENSES OF OUTSIDE COUNSEL FOR AGENT) IN CONNECTION WITH
THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS
WAIVER AND ALL OTHER INSTRUMENTS OR DOCUMENTS PROVIDED FOR HEREIN OR DELIVERED
OR TO BE DELIVERED HEREUNDER OR IN CONNECTION HEREWITH.
ALL OBLIGATIONS
PROVIDED HEREIN SHALL SURVIVE ANY TERMINATION OF THIS WAIVER AND THE CREDIT
AGREEMENT.
(C)
GOVERNING LAW.
THIS WAIVER SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE