the full extent of losses
suffered by the Administrative Agent or any Lender by reason of such fraud or
willful misrepresentations).
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Section 13.22.
Limited Nature of Parent's Obligations.
THE LENDERS AND THE ADMINISTRATIVE AGENT ACKNOWLEDGE AND AGREE THAT THE PARENT
IS JOINING IN THE EXECUTION OF THIS AGREEMENT SOLELY FOR THE LIMITED PURPOSE OF
BEING BOUND BY THE TERMS OF THE SECTIONS SPECIFICALLY APPLICABLE TO THE PARENT,
INCLUDING SECTIONS 8.1., 8.2., 8.6, 8.7., 8.12., 8.13., 9.6., 10.1., 10.4.,
10.6., and 10.7. OF THIS AGREEMENT. THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR
OTHER LOAN DOCUMENT RESULTING FROM A BREACH BY THE PARENT OF, OR A
MISREPRESENTATION BY THE PARENT UNDER OR IN ANY WAY RELATING TO, ANY OF SUCH
SECTIONS SHALL NOT CREATE ANY PERSONAL LIABILITY ON THE PART OF THE PARENT FOR
THE PAYMENT OF THE OBLIGATIONS. NOTHING CONTAINED IN THIS SECTION IS INTENDED TO
LIMIT THE OBLIGATIONS OF THE PARENT UNDER THE PARENT GUARANTY.
Section 13.23.
Limitation of Liability of Borrower's Directors, Officers,
Etc.
The parties hereto acknowledge and agree that no director, officer, shareholder,
employee or agent of the Borrower or any Affiliate of the Borrower shall be held
to any personal liability, jointly or severally, for any obligation of, or claim
against, the Borrower.
Section 13.24.
AMENDMENT, RESTATEMENT AND CONSOLIDATION; NO NOVATION.
THE EXISTING CREDIT AGREEMENT IS BEING AMENDED, RESTATED AND CONSOLIDATED IN ITS
ENTIRETY BY THIS AGREEMENT FOR THE CONVENIENCE OF THE PARTIES. THIS AGREEMENT
MERELY AMENDS, MODIFIES, RESTATES AND CONSOLIDATES THE INDEBTEDNESS, LIABILITIES
AND OBLIGATIONS EVIDENCED BY THE EXISTING CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) AND DOES NOT CONSTITUTE,
AND IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THIS AGREEMENT DOES NOT
EFFECT, A NOVATION OF THE EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS
OWING BY THE BORROWER PURSUANT TO THE EXISTING CREDIT AGREEMENT. ALL SUCH
INDEBTEDNESS, LIABILITIES AND OBLIGATIONS CONTINUE TO REMAIN OUTSTANDING AND
EVIDENCED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE AMENDMENT,
RESTATEMENT AND CONSOLIDATION EFFECTED HEREBY SHALL BE DEEMED TO HAVE
PROSPECTIVE APPLICATION ONLY FROM AND AFTER THE EFFECTIVE DATE, UNLESS OTHERWISE
EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, UPON THE EFFECTIVENESS
HEREOF: (A) ALL REFERENCES IN THE "LOAN DOCUMENTS" (AS DEFINED IN THE EXISTING
CREDIT AGREEMENT) TO THE "ADMINISTRATIVE AGENT", THE "CREDIT AGREEMENT" AND THE
"LOAN DOCUMENTS" SHALL BE DEEMED TO REFER TO THE ADMINISTRATIVE AGENT, THIS
AGREEMENT AND THE LOAN DOCUMENTS, (B) THE ADMINISTRATIVE AGENT SHALL MAKE SUCH
REALLOCATIONS, SALES, ASSIGNMENTS OR OTHER RELEVANT ACTIONS IN RESPECT OF EACH
LENDER'S REVOLVING CREDIT EXPOSURE UNDER THE EXISTING CREDIT AGREEMENT AS ARE
NECESSARY IN ORDER THAT EACH SUCH LENDER'S OUTSTANDING REVOLVING LOANS HEREUNDER
REFLECT SUCH LENDER'S PRO RATA SHARE OF THE OUTSTANDING
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AGGREGATE REVOLVING LOANS ON THE EFFECTIVE DATE, (C) THE EXISTING REVOLVING
LOANS OF EACH DEPARTING LENDER SHALL BE REPAID IN FULL (ACCOMPANIED BY ANY
ACCRUED AND UNPAID