ITS SUCCESSORS
AND ASSIGNS, HEREBY WAIVES, RELEASES AND DISCHARGES THE AGENT AND EACH LENDER
AND ALL OF THE AFFILIATES OF THE AGENT AND EACH LENDER, AND ALL OF THE
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS OF THE
AGENT, EACH LENDER AND SUCH AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS OR CAUSES OF ACTION (KNOWN AND UNKNOWN) ARISING OUT OF OR IN ANY WAY
RELATING TO THE LOAN DOCUMENTS AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR OTHER
MATTERS CONNECTED WITH ANY OF THE LOAN DOCUMENTS, IN EACH CASE TO THE EXTENT
ARISING (X) ON OR PRIOR TO THE DATE HEREOF OR (Y) OUT OF, OR RELATING TO,
ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF.
THE
WAIVERS, RELEASES, AND DISCHARGES IN THIS SECTION 7 SHALL BE EFFECTIVE ON THE
WAIVER EFFECTIVE DATE REGARDLESS OF ANY EVENT THAT MAY OCCUR OR NOT OCCUR AFTER
THE DATE HEREOF.
(C)
THIS AMENDMENT SHALL BE LIMITED PRECISELY AS WRITTEN AND SHALL NOT
BE DEEMED (I) OTHER THAN AS SPECIFICALLY PROVIDED HEREIN, TO BE A CONSENT
GRANTED PURSUANT TO, OR A WAIVER OR MODIFICATION OF, ANY OTHER TERM OR CONDITION
OF THE LOAN AGREEMENT OR ANY OF THE INSTRUMENTS OR AGREEMENTS REFERRED TO
THEREIN OR A WAIVER OF ANY EVENT OR EVENT OF DEFAULT UNDER THE LOAN AGREEMENT
WHETHER OR NOT KNOWN TO THE AGENT OR THE LENDERS OR AS A CONSENT, MODIFICATION
OR WAIVER OF ANY RIGHT, POWER, OR REMEDY OF AGENT OR ANY LENDER UNDER THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (II) TO PREJUDICE ANY OTHER RIGHT OR
RIGHTS WHICH THE AGENT OR THE LENDERS MAY NOW HAVE OR HAVE IN THE FUTURE UNDER
OR IN CONNECTION WITH THE LOAN AGREEMENT OR ANY OF THE INSTRUMENTS OR AGREEMENTS
REFERRED TO THEREIN OR (III) TO CONSTITUTE AN ACKNOWLEDGEMENT, ADMISSION OR
COURSE OF CONDUCT REGARDING THE CONSENT REQUIRED TO EFFECTUATE THIS AMENDMENT OR
THE LOAN DOCUMENTS.
THE WAIVERS, CONSENTS, AND MODIFICATIONS HEREIN ARE
LIMITED TO THE SPECIFICS HEREOF, SHALL NOT APPLY WITH RESPECT TO ANY FACTS OR
OCCURRENCES OTHER THAN THOSE ON WHICH THE SAME ARE BASED, SHALL NOT EXCUSE
FUTURE NON-COMPLIANCE WITH THE LOAN DOCUMENTS, AND SHALL NOT OPERATE AS A
CONSENT TO ANY FURTHER OR OTHER MATTER UNDER THE LOAN DOCUMENTS.
EXCEPT TO THE
EXTENT HEREBY WAIVED OR MODIFIED, THE LOAN AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
PROVISIONS THEREOF ON THE DATE HEREOF.
SECTION 8.
REFERENCES.
ALL REFERENCES TO THE "LOAN AGREEMENT,"
"THEREUNDER," "THEREOF" OR WORDS OF LIKE IMPORT IN THE LOAN AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS DELIVERED PURSUANT
TO OR IN CONNECTION THEREWITH SHALL MEAN AND BE A REFERENCE TO THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT AS MODIFIED HEREBY AND AS EACH MAY IN THE
FUTURE BE AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME.
THIS
AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT.
SECTION 9.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED BY THE