WAIVER

Section 1.1                            Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned in the Credit Agreement, and the other Loan Documents.

 

Section 2.1                          .  Waiver.   Subject to the terms and conditions hereof, the Administrative Agent and the Required Lenders hereby waive the Forbearance Defaults.

Section 2.2                            Agreement.  The Administrative Agent and the Lenders hereto agree and acknowledge that those monthly amortization payments made on October 1, 2014, November 1, 2014 and December 1, 2014 were made in lieu of that certain amortization payment otherwise due on November 30, 2014.

 

 

---

Section 4.1                            Continuing Effect of the Credit Agreement and the Forbearance.  The Loan Parties, the Administrative Agent and the Lenders hereby acknowledge and agree that the Credit Agreement and the Forbearance shall continue to be and remain unchanged and in full force and effect in accordance with its terms, except as expressly provided herein.

 

Section 4.2                            No Waiver; Other Defaults or Events of Default.   Nothing contained in this Waiver shall be construed or interpreted or is intended as a waiver of or limitation on any rights, powers, privileges or remedies that the Administrative Agent or the Lenders have or may have under the Credit Agreement, the Forbearance or any other Loan Document on account of any Default or Event of Default other than as expressly set forth herein.

Section 5.1                            Representations and Warranties.  The Loan Parties hereby represent and warrant as of the date hereof that, after giving effect to this Waiver, (a) no Default or Event of Default has occurred and is continuing, except the Forbearance Defaults and the Specified Events of Default (as defined in the Forbearance) and (b) all representations and warranties of the Loan Parties contained in the Loan Documents (which shall be deemed to include this Waiver) are true and correct in all material respects with the same effect as if made on and as of such date, except that Section 3.07 of the Credit Agreement shall be deemed to exclude the Forbearance Defaults and the Specified Events of Default (as defined in the Forbearance).

 

Section 5.2                            Payment of Fees and Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent upon demand, for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the Credit Agreement or the other Loan Documents (which shall be deemed to include this Waiver), including, without limitation, the reasonable fees and disbursements of the Administrative Agent's counsel and advisors.

 

 

---

Section 5.3                            Counterparts.  This Waiver may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

Section 5.4                            GOVERNING LAW.  THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

Section 5.5                            Release.  The Loan Parties, on behalf of themselves and successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any of the Loan Parties, for its past, present and future employees, agents, representatives, officers, directors, shareholders, and trustees (each, a "Releasing Party" and collectively, the "Releasing Parties") hereby release, waive, and forever relinquish all claims, demands, obligations, liabilities and causes of action of whatever kind or nature (including, without limitation, any so-called "lender liability" claims, interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses and incidental, consequential and punitive damages payable to third parties, or any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, which any of the Releasing Parties have, may have, or might assert at the time of execution of this Waiver against the Administrative Agent, the Lenders and/or their respective parents, affiliates, participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, which occurred, existed, was taken, permitted or begun prior to the execution of this Waiver, arising out of, based upon, or in any manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, with respect to the Credit Agreement, any other Loan Document and/or the administration thereof or the Obligations created thereby; (ii) any discussions, commitments, negotiations, conversations or communications with respect to the refinancing, restructuring or collection of any Obligations related to the Credit Agreement, any other Loan Document and/or the administration thereof or the Obligations created thereby, or (iii) any matter related to the foregoing, in each case, prior to the execution of this Waiver.

 

 

---

---

---

---

 

 

---