SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE, CORRECT
AND COMPLETE IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE), AND NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND WILL BE CONTINUING (AFTER GIVING EFFECT TO
THIS AMENDMENT).
6.
EFFECT OF AMENDMENT; RATIFICATION.
THIS AMENDMENT IS A LOAN
DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS AMENDMENT BECOMES EFFECTIVE,
ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL MEAN THE
CREDIT AGREEMENT AS AMENDED HEREBY.
EXCEPT AS EXPRESSLY AMENDED OR WAIVED
HEREBY, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING THE LIENS
GRANTED THEREUNDER, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ALL TERMS AND
PROVISIONS THEREOF ARE HEREBY RATIFIED AND CONFIRMED.
EACH OF THE PARENT AND
EACH BORROWER CONFIRMS THAT, AS AMENDED HEREBY, EACH OF THE LOAN DOCUMENTS IS IN
FULL FORCE AND EFFECT.
7.
RELEASE AND WAIVER OF CLAIMS, DEFENSES AND RIGHTS OF SET OFF.
EACH OF THE PARENT AND THE BORROWERS ACKNOWLEDGES THAT THE US AGENT, THE UK
AGENT AND THE LENDERS HAVE PERFORMED ALL OBLIGATIONS AND DUTIES OWED TO THE
PARENT AND THE BORROWERS UNDER THE LOAN DOCUMENTS THROUGH THE DATE HEREOF, AND
EACH SUCH PARTY FURTHER, ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT NONE OF THE
PARENT OR THE BORROWERS HAS ANY CLAIM, CAUSE OF ACTION, DEFENSE, OR RIGHT OF SET
OFF AGAINST THE US AGENT, THE UK AGENT OR THE LENDERS, AND, TO THE EXTENT THAT
ANY SUCH PARTY HAS ANY SUCH RIGHTS, EACH OF THE PARENT AND THE BORROWERS HEREBY
RELEASES, WAIVES, AND FOREVER DISCHARGES THE US AGENT, THE UK AGENT AND THE
LENDERS
5
(TOGETHER WITH EACH OF THEIR PREDECESSORS, SUCCESSORS AND ASSIGNS) AND EACH OF
THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM EACH
ACTION, CAUSE OF ACTION, SUIT, DEBT, DEFENSE, RIGHT OF SET OFF, OR OTHER CLAIM
WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN AGAINST THE US AGENT, THE UK
AGENT OR THE LENDERS, OR SUCH OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES.
EACH OF THE PARENT AND EACH BORROWER HEREBY SPECIFICALLY WAIVES AS AGAINST THE
US AGENT, THE UK AGENT OR THE LENDERS ANY RIGHTS THEY OR ANY OF THEM MAY HAVE
UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
"A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
8.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE
AND ANY APPLICABLE LAWS OF THE UNITED STATES.
9.
COMPLETE AGREEMENT.
THIS AMENDMENT SETS FORTH THE COMPLETE
AGREEMENT OF THE PARTIES IN RESPECT OF ANY AMENDMENT TO ANY OF THE PROVISIONS OF
ANY LOAN DOCUMENT.
THE EXECUTION, DELIVERY AND EFFECTIVENESS