effect and (b)
all Collateral remains free and clear of any Liens other than Liens in favor of
Agent and other Permitted Liens.
Nothing herein contained is intended to impair
the validity, priority and extent of Agent's security interest in and Liens upon
the Collateral.
13.Further Assurances.
Each party hereto agrees to take such action and
execute, acknowledge and deliver, at their sole cost and expense, such
agreements, instruments or other documents as may be reasonably necessary to
carry out the intent of this Amendment.
14.Miscellaneous.
(a)
Upon the effectiveness of this Amendment, each reference in the Amended
Credit Agreement, the Management Fee Subordination Agreement or the Sponsor
Guaranty, as applicable, to "this Agreement", "hereunder", "herein", "hereof" or
words of like import referring to the Amended Credit Agreement shall mean and
refer to the Amended Credit Agreement as amended by this Amendment.
(b)
Upon the effectiveness of this Amendment, each reference in any Loan
Document to the "Credit Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Amended Credit Agreement shall mean and refer to
the Amended Credit Agreement as amended by this Amendment.
(c)
This Amendment shall not constitute a modification of the Amended Credit
Agreement or any other Loan Document or a course of dealing with Agent or any
Lender at variance with the Amended Credit Agreement such as to require further
notice by Agent or any Lender to require strict compliance with the terms of the
Amended Credit Agreement and the other Loan Documents in the future, except as
expressly set forth herein.
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15.RELEASE.
IN CONSIDERATION OF THE AMENDMENTS CONTAINED HEREIN THE SUFFICIENCY
OF WHICH IS HEREBY ACKNOWLEDGED, EACH Loan Party AND SPONSOR HEREBY IRREVOCABLY
RELEASES AND FOREVER DISCHARGES AGENT AND EACH LENDER AND EACH OF THEIR
RESPECTIVE AFFILIATES AND ITS OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES
AND AGENTS (EACH, A "RELEASED PERSON") OF AND FROM ALL DAMAGES, LOSSES, CLAIMS,
DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH
ANY SUCH PERSON MAY NOW HAVE OR CLAIM TO HAVE ON AND AS OF THE DATE HEREOF
AGAINST ANY RELEASED PERSON, WHETHER PRESENTLY KNOWN OR UNKNOWN, LIQUIDATED OR
UNLIQUIDATED, SUSPECTED OR UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, AND OF
EVERY NATURE AND EXTENT WHATSOEVER WITH RESPECT TO THE AMENDED CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT
WITH RESPECT TO OBLIGATIONS UNDER THE LOAN DOCUMENTS TO BE PERFORMED BY ANY
RELEASED PERSON AFTER THE DATE OF THIS AMENDMENT (COLLECTIVELY, "CLAIMS").
EACH
Loan Party and SPONSOR EACH HEREBY REPRESENTS AND WARRANTS TO AGENT,
DOCUMENTATION AGENT AND EACH LENDER THAT NO SUCH PERSON HAS GRANTED OR PURPORTED
TO GRANT TO ANY OTHER PERSON ANY INTEREST WHATSOEVER IN ANY CLAIM, AS SECURITY
OR OTHERWISE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officer as of the day and year first written
above.
COMVEST CAPITAL IV, L.P.,
as Agent and a Lender
By: ComVest Capital IV