Security
Agreement, the Pledge Agreements, the Collection Account Agreements, the
Intellectual Property Security Agreements and the Real Property Documents, as
applicable, and acknowledges and agrees that except as specifically modified
above, the Credit Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed.
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Administrative Agent or the Lenders, nor constitute a waiver of or consent
to any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
Should there by a need for further waivers with respect to these covenants or
any other provisions of the Loan Documents, those requests shall be evaluated by
the Lenders when formally requested, in writing, by the Borrower, and the
Lenders may deny any such request for any reason in their sole discretion.
CONFIRMATION AND ACKNOWLEDGEMENT OF THE OBLIGATIONS; RELEASE
. THE
BORROWER HEREBY (A) CONFIRMS AND ACKNOWLEDGES TO THE ADMINISTRATIVE AGENT AND
THE LENDERS THAT IT IS VALIDLY AND JUSTLY INDEBTED TO THE LENDERS FOR THE
PAYMENT OF ALL SECURED OBLIGATIONS WITHOUT OFFSET, DEFENSE, CAUSE OF ACTION OR
COUNTERCLAIM OF ANY KIND OR NATURE WHATSOEVER AND (B) REAFFIRMS AND ADMITS THE
VALIDITY AND ENFORCEABILITY OF THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS AND
THE LIENS IN THE COLLATERAL WHICH WERE GRANTED PURSUANT TO ANY OF THE LOAN
DOCUMENTS OR OTHERWISE. THE BORROWER, ON ITS OWN BEHALF AND ON BEHALF OF ITS
SUCCESSORS AND ASSIGNS, HEREBY WAIVES, RELEASES AND DISCHARGES THE
ADMINISTRATIVE AGENT AND EACH LENDER AND ALL OF THE AFFILIATES OF THE
ADMINISTRATIVE AGENT AND EACH LENDER, AND ALL OF THE DIRECTORS, OFFICERS,
EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS OF THE ADMINISTRATIVE
AGENT, EACH LENDER AND SUCH AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS OR CAUSES OF ACTION (KNOWN OR UNKNOWN) ARISING OUT OF OR IN ANY WAY
RELATING TO ANY OF THE LOAN DOCUMENTS AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR
OTHER MATTERS CONNECTED WITH ANY OF THE LOAN DOCUMENTS, IN EACH CASE TO THE
EXTENT ARISING (X) ON OR PRIOR TO THE DATE HEREOF OR (Y) OUT OF, OR RELATING TO,
ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF.
Governing Law. THE ADMINISTRATIVE AGENT ACCEPTS THIS AMENDMENT, ON BEHALF OF
ITSELF, AND THE LENDERS. ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER, OR ANY OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR THE CREDIT AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA.
Costs and Expenses. The Borrower acknowledges and agrees that its obligations
set forth in Section 11.7 of the Credit