Credit
Parties shall be in compliance with all of the terms and provisions set forth in
the Credit Agreement and the other Credit Documents to be observed or performed
thereunder and no Default or Event of Default has occurred and is continuing.
(f)
Projections. The Administrative Agent and Lenders shall have received
updated management projections through the Maturity Date, which shall have been
based on reasonable assumptions and represent management's best estimates of the
projected performance of the Credit Parties.
(g)
Closing Date. The satisfaction of the conditions set forth in this
Section 5 and the closing of this Amendment shall have occurred on or before
March 31, 2017.
(h)
Other Documents. The Administrative Agent shall have received such
other documents as the Administrative Agent shall have reasonably requested, all
of which shall be satisfactory in form and substance to the Administrative
Agent.
6.
Financial Covenants. -- It shall be an Event of Default under Article
X of the Credit Agreement if, on or before April 30, 2017, the Borrower,
Administrative Agent and Lenders shall fail to agree and execute a further
amendment to the Credit Agreement amending Section 9.13 (Financial Covenants) of
the Credit Agreement, which amendment shall be satisfactory to Administrative
Agent and Lenders in their sole and absolute discretion, acting reasonably.
7.
RELEASE. EACH OF THE CREDIT PARTIES HEREBY ACKNOWLEDGES AND CONFIRMS
THAT (A) IT DOES NOT HAVE ANY GROUNDS, AND HEREBY AGREES NOT TO CHALLENGE (OR TO
ALLEGE OR TO PURSUE ANY MATTER, CAUSE OR CLAIM ARISING UNDER OR WITH RESPECT
TO), IN ANY CASE BASED UPON ACTS OR OMISSIONS OF THE ADMINISTRATIVE AGENT OR ANY
LENDER, THE EFFECTIVENESS, GENUINENESS, VALIDITY, COLLECTABILITY OR
ENFORCEABILITY OF THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OF THE OTHER
CREDIT DOCUMENTS, THE OBLIGATIONS, THE LIENS SECURING SUCH OBLIGATIONS, OR ANY
OF THE TERMS OR CONDITIONS OF ANY LOAN DOCUMENT AND (B) IT DOES NOT POSSESS (AND
HEREBY FOREVER WAIVES, REMISES, RELEASES, DISCHARGES AND HOLDS HARMLESS THE
ADMINISTRATIVE AGENT, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, STOCKHOLDERS,
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND REPRESENTATIVES AND EACH
OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST, AND AGREES NOT TO
ALLEGE OR PURSUE) ANY ACTION, CAUSE OF ACTION, SUIT, DEBT, CLAIM, COUNTERCLAIM,
CROSS-CLAIM, DEMAND, DEFENSE, OFFSET, OPPOSITION, DEMAND AND OTHER RIGHT OF
ACTION WHATSOEVER, WHETHER IN LAW, EQUITY OR OTHERWISE (WHICH IT, ALL THOSE
CLAIMING BY, THROUGH OR UNDER IT, OR ITS SUCCESSORS OR ASSIGNS, HAVE OR MAY
HAVE) AGAINST THE INDEMNIFIED PARTIES, OR ANY OF THEM, BY REASON OF, ANY MATTER,
CAUSE OR THING WHATSOEVER, WITH RESPECT TO EVENTS OR OMISSIONS OCCURRING OR
ARISING ON OR PRIOR TO THE DATE HEREOF AND RELATING TO THIS AMENDMENT, THE
CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE PAYMENT, PERFORMANCE, VALIDITY OR ENFORCEABILITY
OF THE OBLIGATIONS, THE LIENS SECURING THE OBLIGATIONS OR ANY OR ALL OF THE
TERMS OR CONDITIONS OF ANY LOAN DOCUMENT) OR ANY TRANSACTION RELATING THERETO.
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