RECEIPT
BY ADMINISTRATIVE AGENT OF A FULLY EXECUTED COPY OF THE MARTIN ACQUISITION
PURCHASE AGREEMENT, AND (B) RECEIPT BY ADMINISTRATIVE AGENT OF A FULLY EXECUTED
CONSENT TO THE SUBORDINATED DEBT DOCUMENTS IN RESPECT OF THE TRANSACTIONS
DESCRIBED HEREIN AND IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT.
SECTION 6.
MISCELLANEOUS
6.1.
EFFECT OF AGREEMENT.
EXCEPT AS MODIFIED PURSUANT HERETO, NO OTHER
CHANGES OR MODIFICATIONS TO THE FINANCING DOCUMENTS ARE INTENDED OR IMPLIED AND
IN ALL OTHER RESPECTS THE FINANCING DOCUMENTS HEREBY ARE RATIFIED, RESTATED AND
CONFIRMED BY ALL PARTIES HERETO AS OF THE EFFECTIVE DATE HEREOF.
TO THE EXTENT
OF CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, THE TERMS OF THIS AGREEMENT SHALL GOVERN AND CONTROL.
THE CREDIT
AGREEMENT AND THIS AGREEMENT SHALL BE READ AND CONSTRUED AS ONE AGREEMENT.
6.2.
COSTS AND EXPENSES.
BORROWERS ABSOLUTELY AND UNCONDITIONALLY
AGREE TO PAY TO ADMINISTRATIVE AGENT, ON DEMAND BY ADMINISTRATIVE AGENT AT ANY
TIME, WHETHER OR NOT ALL OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE CONSUMMATED, ALL REASONABLE FEES AND OUT-OF-POCKET DISBURSEMENTS
OF ANY COUNSEL TO ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT.
6.3.
FURTHER ASSURANCES.
AT BORROWERS' EXPENSE, THE PARTIES HERETO
SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND TAKE SUCH FURTHER ACTION
AS MAY BE NECESSARY TO EFFECTUATE THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
6.4.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF EACH OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
6.5.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES MADE IN THIS AGREEMENT OR ANY OTHER DOCUMENT FURNISHED IN
CONNECTION WITH THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE OTHER DOCUMENTS,
6
AND NO INVESTIGATION BY ADMINISTRATIVE AGENT OR ANY LENDER OR ANY CLOSING SHALL
AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF ADMINISTRATIVE AGENT
TO RELY UPON THEM.
6.6.
RELEASE.
(A)
IN CONSIDERATION OF THE AGREEMENTS OF ADMINISTRATIVE AGENT AND
LENDERS CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH BORROWER, ON
BEHALF OF ITSELF, EACH OTHER CREDIT PARTY, AND SUCH BORROWER'S SUCCESSORS,
ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY RELEASES, REMISES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT AND
EACH LENDER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR PRESENT AND
FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS,
DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES
(ADMINISTRATIVE AGENT, EACH LENDER AND ALL SUCH OTHER PERSONS BEING HEREINAFTER
REFERRED TO COLLECTIVELY AS THE "RELEASEES" AND INDIVIDUALLY AS A "RELEASEE"),
OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, COVENANTS, CONTRACTS,
CONTROVERSIES, AGREEMENTS, PROMISES, SUMS OF MONEY, ACCOUNTS, BILLS, RECKONINGS,
DAMAGES AND ANY AND ALL OTHER CLAIMS, COUNTERCLAIMS, DEFENSES, RIGHTS OF
SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER (INDIVIDUALLY, A "CLAIM" AND
COLLECTIVELY, "CLAIMS") OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, AT LAW OR IN EQUITY, WHICH SUCH BORROWER, ANY OTHER CREDIT