indicate or establish an approval or consent requirement
by the Guarantor under the Guaranty in connection with the execution and
delivery of amendments, modifications or waivers to the Credit Agreement, the
Notes or any of the other Credit Documents.
Section 6. Effectiveness. This Agreement shall become effective as of the date
hereof, and the Credit Agreement shall be amended as provided herein, upon the
occurrence of all of the following:
(a) the Agent shall have received duly executed counterparts of this Agreement
from the Borrower, the Guarantor, the Agent and the requisite Banks, each of
which shall be originals or electronic copies (such as "PDF" or "TIF", it being
agreed by the Borrower that originals shall follow promptly) unless otherwise
specified, each in form and substance reasonably satisfactory to the Agent and,
for counterparts of the Credit Parties, each properly executed by a Responsible
Officer of the signing Credit Party;
(b) the representations and warranties in this Agreement being true and correct
in all material respects before and after giving effect to this Agreement; and
(c) the Borrower having paid all costs, expenses, and fees which have been
invoiced and are payable pursuant to Section 9.4 of the Credit Agreement or any
other written agreement.
Section 7. RELEASE. EACH CREDIT PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES)
AND ITS SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND ASSIGNEES AND, TO THE
EXTENT THE SAME IS CLAIMED BY RIGHT OF, THROUGH OR UNDER ANY CREDIT PARTY, FOR
ITS PAST, PRESENT AND FUTURE EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS,
DIRECTORS, SHAREHOLDERS, AND TRUSTEES (EACH, A "RELEASING PARTY" AND
COLLECTIVELY, THE "RELEASING PARTIES"), DOES HEREBY REMISE, RELEASE AND
DISCHARGE, AND SHALL BE DEEMED TO HAVE FOREVER REMISED, RELEASED AND DISCHARGED,
THE AGENT AND EACH OF THE OTHER SECURED PARTIES, AND THE AGENT'S AND EACH OTHER
SECURED PARTY'S RESPECTIVE SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND
ASSIGNEES, PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AFFILIATES,
SHAREHOLDERS, TRUSTEES, AGENTS, EMPLOYEES, CONSULTANTS, EXPERTS, ADVISORS,
ATTORNEYS AND OTHER PROFESSIONALS AND ALL OTHER PERSONS AND ENTITIES TO WHOM ANY
OF THE FOREGOING WOULD BE LIABLE IF SUCH
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PERSONS OR ENTITIES WERE FOUND TO BE LIABLE TO ANY RELEASING PARTY, OR ANY OF
THEM (COLLECTIVELY HEREINAFTER THE "RELEASED PARTIES"), FROM ANY AND ALL MANNER
OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTION, CLAIMS, CHARGES, DEMANDS,
COUNTERCLAIMS, SUITS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, BONDS,
BILLS, SPECIALTIES, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES, JUDGMENTS,
EXPENSES, EXECUTIONS, LIENS, CLAIMS OF LIENS, CLAIMS OF COSTS, PENALTIES,
ATTORNEYS' FEES, OR ANY OTHER COMPENSATION, RECOVERY OR RELIEF ON ACCOUNT OF ANY
LIABILITY, OBLIGATION, DEMAND OR CAUSE OF ACTION OF WHATEVER NATURE, WHETHER IN
LAW, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY SO CALLED "LENDER
LIABILITY" CLAIMS, INTEREST OR OTHER CARRYING COSTS, PENALTIES, LEGAL,
ACCOUNTING AND OTHER PROFESSIONAL FEES AND EXPENSES AND INCIDENTAL,
CONSEQUENTIAL AND PUNITIVE DAMAGES PAYABLE TO THIRD PARTIES, OR ANY CLAIMS
ARISING UNDER 11 U.S.C. §§ 541-550 OR ANY CLAIMS FOR AVOIDANCE OR RECOVERY UNDER
ANY OTHER FEDERAL, STATE OR FOREIGN LAW EQUIVALENT), WHETHER KNOWN OR UNKNOWN,
FIXED OR