Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement, dated as of August 5, 2019, by and among One Water Marine Holdings, LLC Singleton Assets & Operations, LLC, Legendary Assets & Operations, LLC, South Florida Assets & Operations, LLC, Sundance Lauderdale Realty, Inc., One Water Marine Holdings, LLC, and certain subsidiaries of One Water Marine Holdings, LLC, as Guarantors, the Lenders party thereto from time to time, and Goldman Sachs Specialty Lending Group, L.P. as Administrative Agent and Collateral Agent

This LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 5, 2019, among ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below).  Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.

WHEREAS, Companies, Holdings, Agent and the financial institutions party thereto as lenders (“Lenders”) are parties to that certain Credit and Guaranty Agreement dated as of October 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, pursuant to the Credit Agreement, Lenders have made Loans to Companies and provided certain other credit accommodations to Companies;

WHEREAS, Companies have advised Agent and Lenders that (i) Holdings and 651 S. FEDERAL HIGHWAY, LLC, a Delaware limited liability company (“651 LLC”, and together with Holdings, “Seller”) desire to sell (such sale, the “SunTrust Disposition”) for cash (such cash proceeds, the “SunTrust Proceeds”) certain assets (referred to herein collectively as the “SunTrust Property”) to OWM MARY ESTHER FL LANDLORD, LLC, a Delaware limited liability company (“Mary Esther”), OWM POMPANO BEACH FL LANDLORD, LLC, a Delaware limited liability company (“Pompano”), OWM ISLAMORADA FL LANDLORD, LLC, a Delaware limited liability company (“Islamorada”), and OWM CANTON GA LANDLORD, LLC, a Delaware limited liability company (“Canton”, and together with Mary Esther, Pompano and Islamorada, “Buyers”, and each a “Buyer”), respectively, pursuant to that certain Purchase and Sale Agreement dated on or about the date hereof (the “SunTrust Disposition Agreement”), a draft of which has been provided to Agent in substantially final form, by and among Seller, Buyers and other Persons party thereto, (ii) the SunTrust Disposition is prohibited by Section 6.9 of the Credit Agreement, (iii) Companies desire to leaseback the SunTrust Property pursuant to those certain Lease Agreements dated on or about the date hereof (the “SunTrust Lease Agreements”), drafts of which have been provided to Agent in substantially final form together with substantially final drafts of the guaranties and all other documentation relating thereto (collectively, the “SunTrust Lease Documents”), by and among the Buyers, as landlords, and certain of the Companies, as tenants (the transactions described in this clause (iii), the “SunTrust Leaseback”), (iv) the SunTrust Leaseback is prohibited by Section 6.11 of the Credit Agreement, (v) Holdings and ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“OWAO”, together with Holdings, in their capacities as guarantors, the “SunTrust Guarantors”, and each a “SunTrust Guarantor”), desire to guaranty the Lease Agreements pursuant to those certain Lease Guaranties dated on or about the date hereof (the “SunTrust Guaranties”), drafts of which has been provided to Agent in substantially final form, by and among the SunTrust Guarantors and the other Persons party thereto, and (vi) the SunTrust Guaranties are restricted by Sections 6.1 and 6.8 of the Credit Agreement;

WHEREAS, Companies have advised Agent and Lenders that the following Events of Default have occurred (collectively, the “Specified Defaults”):

(a)       Companies failed to timely deliver to Wells Fargo Commercial Distribution Finance, LLC (“CDF”) its annual and quarterly financial reporting due under Sections 9.1(a)(i) and 9.1(a)(ii) of that certain Fourth Amended and Restated Inventory Financing Agreement dated as of June 14, 2018 (as amended prior to the date hereof, the “IFA”) by and among the Companies, CDF and the lenders party thereto, in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, each of which constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default under Section 8.1(b)(iii) of the Credit Agreement.

(b)       Companies made misrepresentations that the financial information contained in its annual and quarterly reporting delivered to CDF on January 28, 2019 and April 30, 2019, in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, was true and correct in all respects, which misrepresentations constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default under Section 8.1(b)(iii) of the Credit Agreement.

(c)         Companies failed to provide notice to Agent and the Lenders of the above-listed Events of Default as required pursuant to Section 5.1(f) of the Credit Agreement, which failure constitutes an Event of Default under Section 8.1(c) of the Credit Agreement.

(d)         Companies failed to satisfy certain of the requirements listed on Schedule 5.17 of that certain Fifteenth Amendment to Credit and Guaranty Agreement dated as of May 3, 2019 by and among Holdings, Companies, Agent and Lenders on or before the dates specified for such requirements resulting in Events of Default under Section 8.1(c) of the Credit Agreement.

WHEREAS, Companies have requested that Agent and Lenders agree to (i) consent to the SunTrust Disposition, (ii) consent to the SunTrust Leaseback, (iii) release the SunTrust Property from the Liens under the Credit Documents, (iv) waive the Specified Defaults and (v) amend certain other terms and provisions of the Credit Agreement, in each case, as more particularly described in this Amendment; and

WHEREAS, subject to the terms and conditions set forth herein, the undersigned Lenders have agreed to Companies’ requests as set forth in this Amendment.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Holdings, Companies, Agent and the undersigned Lenders hereby agree as follows:

SECTION 1.       Limited Consent and Waiver.  Subject to the satisfaction or waiver in writing of each of the conditions set forth in this Section 1 and in Section 4 below and in reliance on the representations, warranties, covenants and agreements set forth in this Amendment, Agent and Lenders hereby consent to the SunTrust Disposition and the SunTrust Leaseback and waive the Specified Defaults; provided that each of the following conditions (collectively, the “Closing Conditions”) is satisfied:

(a)      the SunTrust Disposition and the SunTrust Leaseback are consummated concurrently on or prior to August 9, 2019, in substantial accordance with each of the SunTrust Disposition Agreement and SunTrust Lease Documents and neither the SunTrust Disposition Agreement nor any of the SunTrust Lease Documents have been modified, amended or waived in a manner adverse to the interests of the Lenders;

(b)      on or prior to the date the SunTrust Disposition and the SunTrust Leaseback are consummated, , the Credit Parties shall have delivered to Agent a certificate, in form and substance satisfactory to Agent, that each of the conditions set forth herein to the consummation of the SunTrust Disposition and the SunTrust Leaseback have been satisfied; and

(c)        the Credit Parties shall satisfy the requirements of Section 5.11 of the Credit Agreement with respect to the SunTrust Lease Agreements.

The consent and waiver described in this Section 1 is limited solely to (i) Section 6.9 of the Credit Agreement with respect to the SunTrust Disposition; (ii) Section 6.11 of the Credit Agreement with respect to the SunTrust Leaseback, (iii) Sections 8.1(b)(iii) and 8.1(c) of the Credit Agreement with respect to the Specified Defaults and (iv) Sections 6.1 and 6.8 of the Credit Agreement with respect to the SunTrust Guaranties, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Holdings or Companies which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Credit Document.  Notwithstanding anything to the contrary in the Credit Agreement or any other Credit Documents from and after the closing of the SunTrust Leaseback until the termination, waiver, or release of the SunTrust Guarantors, such SunTrust Guarantor’s obligations shall be deemed not constitute “Indebtedness” or “Consolidated Total Debt” for any purpose under the Credit Agreement.  Neither the Lenders nor Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan Document.  Without limiting the foregoing, if the SunTrust Disposition and/or the SunTrust Leaseback is consummated without satisfying any of the conditions in this Section 1 any such event shall constitute an immediate Event of Default under Section 8.1(c) of the Credit Agreement, unless the specific failure is agreed to, waived or otherwise consented to in writing by Agent.

SECTION 2.       Release of SunTrust Property.  The undersigned Lenders authorize Agent to release the SunTrust Property from all Liens under the Credit Documents, concurrently with the consummation of the SunTrust Disposition and SunTrust Leaseback.  Agent hereby agrees to grant such release, under documents to the reasonable satisfaction of Buyer and, provided that each of the Closing Conditions is satisfied concurrently with the effectiveness of such release.

SECTION 3.        Amendments.  In reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended as follows:

3.1.        Additional Definitions.  Section 1.1 of the Credit Agreement shall be amended to add each of the following definitions to such section in appropriate alphabetical order:

“Qualified IPO” means the issuance by Holdings or any direct or indirect parent company of Holdings of its common Capital Stock (other than Disqualified Stock) (and the contribution of any proceeds of such issuance to the Companies) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission on terms satisfactory to Agent and Lenders.

“Sixteenth Amendment” means that certain Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement dated as of August 5, 2019.

“SunTrust Leaseback” has the meaning assigned to such term in the Sixteenth Amendment.

“SunTrust Proceeds” has the meaning assigned to such term in the Sixteenth Amendment.

3.2.        Deleted Definition. The definition of “GSSLH” contained in Section 1.1 of the Credit Agreement is hereby deleted.

3.3.        Restated Definitions. The definition of the following term contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“GS” means (a) GSSLG, and (b) any affiliate of Goldman Sachs & Co. LLC, including GSSLG and its predecessors in interest, in each case solely to the extent such Person described in this definition is a Lender hereunder.

3.4.        Amendment to Section 1.1 of the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended by amending and restating the second sentence of the definition of “Consolidated Adjusted EBITDA”  to read in full as follows:

Notwithstanding the foregoing, (w) Consolidated Adjusted EBITDA shall be adjusted as set forth in Section 6.8(e) for all purposes under this Agreement other than for purposes of calculating Consolidated Excess Cash Flow, (x) for all purposes other than for purposes of calculating Consolidated Excess Cash Flow, any calculation of Consolidated Adjusted EBITDA from and after the closing date of the SunTrust Leaseback shall include an adjustment reducing Consolidated Adjusted EBITDA by the “run rate” additional cash rent expense that would have accrued during the relevant period if the SunTrust Leaseback was closed at the beginning of such period, (y) for all purposes, Consolidated Adjusted EBITDA attributable to SSAO shall be reduced by a percentage equal to the percentage interest that the Mack Stock represents in SSAO and (z) for all purposes, Consolidated Adjusted EBITDA attributable to BAO shall be reduced by a percentage equal to the percentage interest that the BMI Stock represents in BAO.

3.5.        Amendment to Section 1.2 of the Credit Agreement.  Section 1.2 of the Credit Agreement is hereby amended by inserting the following sentence immediately after the last sentence of the current Section 1.2 of the Credit Agreement:

Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any change in accounting treatment of “operating” and “capital” leases scheduled to become effective for fiscal years beginning after December 15, 2018 as set forth in the Accounting Standards Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any similar publication issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect prior to December 15, 2018.

3.6.        Amendments to Section 2.11 of the Credit Agreement.  Clause (a) of Section 2.11 of the Credit Agreement is hereby amended by (a) replacing the word “or” appearing immediately before subclause (ii) of Section 2.11(a) with “;”; (b) inserting a new subclause (iii) of Section 2.11(a) immediately before the semi-colon appearing at the end of existing clause (ii) of Section 2.11(a) to read in full as follows: “; or (iii) solely with respect to the SunTrust Proceeds (which may only be reinvested pursuant to subclauses (ii) and (iii) of this Section 2.11(a)), for purposes of funding a Qualified IPO or related transactions within one hundred twenty days after receipt of the SunTrust Proceeds” and (c) inserting the phrase “(other than the SunTrust Proceeds, which may be retained in any Credit Parties’ Deposit Accounts)” immediately after the phrase “in an escrow account” appearing in the first sentence of Section 2.11(a).

3.7.        Replacement of Appendixes to Credit Agreement.  Appendix A-1 and Appendix B of the Credit Agreement are each hereby amended and restated in their respective entireties as Appendix A-1 and Appendix B attached hereto, respectively.

3.8.        Replacement of Schedules to Credit Agreement.  Schedules 1.1(a) and 4.13(b) of the Credit Agreement are each hereby amended and restated in their respective entireties as Schedules 1.1(a) and 4.13(b), attached hereto, respectively.

SECTION 4.        Conditions Precedent.  The amendments contained in Section 3 hereof and the consent and waiver contained in Section 1 hereof, in each case, shall become effective on the date on which all of the following conditions precedent have been satisfied:

4.1.        Credit Agreement Amendment.  Agent shall have received counterparts of this Amendment duly executed and delivered (which may be by email, facsimile or other electronic transmission (e.g., “.pdf”)) by Companies, Holdings and each Lender.

4.2.        SunTrust Disposition and SunTrust Leaseback Closing.  The closing of the SunTrust Disposition and the SunTrust Leaseback shall have occurred in accordance with this Amendment.

4.3.        Officer’s Closing Certificate.  Agent shall have received a certificate from an Authorized Officer to the effect that:

(a)       each representation and warranty of each Credit Party contained in this Amendment and each Credit Document is true and correct in all material respects as of the date hereof (except (i) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects);

(b)       no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be issued is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby;

(c)       no event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect has occurred since December 31, 2017;

(d)      each Credit Party has received all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the effectuation of the transactions contemplated by this Amendment and the Credit Documents and each of the foregoing is in full force and effect and in form and substance reasonably satisfactory to Agent; and

(e)        no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

4.4.        Officer’s Certificates; Other Documents.  Agent shall have received in respect of each Credit Party on or prior to the date hereof (i) sufficient copies of each Organizational Document as Agent shall request, in each case certified by an Authorized Officer of such Credit Party and, to the extent applicable, certified as of such date or a recent date prior thereto by the appropriate Governmental Authority or a certification made by such Authorized Officer that there have been no changes with respect to such matters since the date of the most recent Organizational Documents delivered to Agent; (ii) signature and incumbency certificates of the officers of each Credit Party executing this Amendment and the other Credit Documents to which it is a party or a certification made by such Authorized Person that there have been no changes with respect to such matters since the date of the most recent incumbency certificates delivered to Agent; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of the SunTrust Disposition Agreement, the SunTrust Lease Documents, this Amendment and the other Credit Documents to which it is a party, certified as of such date by an appropriate Authorized Officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to such certification date.

4.5.       Fees and Expenses.  Companies shall have paid to Agent and the Lenders (i) the fees payable on the date hereof referred to in Section 2.8(d) of the Credit Agreement (as amended hereby) and (ii) all fees and reimbursements due and owing to Agent or the Lenders in connection with this Amendment including, without limitation, all reasonable fees and expenses incurred by Agent (including, without limitation, reasonable and documented fees and expenses of counsel to Agent) in the preparation, execution, review and negotiation of this Amendment and any other related documents for which Companies shall have been invoiced by Agent prior to the date hereof.

4.6.        Absence of Defaults.  After giving effect to the limited waiver set forth in Section 1, no Default or Event of Default shall have occurred that is continuing after giving effect to this Amendment, the SunTrust Disposition and the SunTrust Leaseback.

4.7.       Floorplan Lenders.  The requisite lenders under any Approved Floorplan Financing shall have (i) consented to or otherwise permitted the SunTrust Disposition and the SunTrust Leaseback and this Amendment pursuant to amendments of and/or consents under the Approved Floorplan Financing Documents that are in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion and (ii) waived any events of default under any Approved Floorplan Financing Documents in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion.

4.8.       No Litigation.  On the date hereof, there shall not exist any action, suit, investigation, litigation or proceeding, hearing, or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Agent, singly or in the aggregate, materially impairs this Amendment, the financing thereof or any of the other transactions contemplated by the Credit Documents, or that could have a Material Adverse Effect.

4.9.        Other Documents.  Agent shall have received any other documents or agreements reasonably requested by Agent in connection herewith.

SECTION 5.        Representations and Warranties.  In order to induce Agent and the undersigned Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to Agent and each Lender that:

5.1.        Accuracy of Representations and Warranties.  After giving effect to the limited waiver set forth in Section 1, each representation and warranty of each Credit Party contained in this Amendment and the Credit Documents is true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (b) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects).

5.2.        Due Authorization.  The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party.

5.3.        No Conflicts.  The execution, delivery and performance by each Credit Party of this Amendment shall not: (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries.

5.4.       Validity and Binding Effect.  This Amendment constitutes the valid and binding obligations of each Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.

5.5.        Absence of Defaults.  No Default or Event of Default has occurred that is continuing.

5.6.       No Defense.  No Credit Party has any defenses to payment, counterclaims or rights of set-off with respect to the Obligations on the date hereof or any defenses to the validity, enforceability or binding effect against such Credit Party of the Credit Documents to which it is a party to or any Liens intended to be created thereby.

5.7.        Review and Construction of Documents.  Each Credit Party (a) has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review this Amendment with its legal counsel, (b) has reviewed this Amendment and fully understands the effects thereof and all terms and provisions contained in this Amendment, and (c) has executed this Amendment of its own free will and volition.  Furthermore, each Credit Party acknowledges that (i) this Amendment shall be construed as if jointly drafted by the Credit Parties and the Lenders, and (ii) the recitals contained in this Amendment shall be construed to be part of the operative terms and provisions of this Amendment.

SECTION 6.       Post-Closing Covenants.  The Companies shall, and shall cause each of the Credit Parties to, satisfy the requirements listed on Schedule 5.17 attached hereto, on or before the date specified for such requirements or such later date to be determined by Agent, and the deadlines set forth for such requirements in any Loan Document entered into prior to the date hereof shall be deemed extended and replaced by the deadlines set forth in such Schedule 5.17.

SECTION 7.        Miscellaneous.

7.1.        Reaffirmation of Credit Documents and Liens.  All of the terms and provisions of the Credit Agreement and any other Credit Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and confirmed.  Each Credit Party hereby reaffirms the Liens securing the Obligations until the Obligations have been paid in full, and agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the Obligations or the Liens securing payment and performance thereof.

7.2.        Parties in Interest.  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

7.3.       Counterparts.  This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same instrument.  Delivery of a counterpart by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed original counterpart.

7.4.        COMPLETE AGREEMENT.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

7.5.        Release.  Companies and each other Credit Party on their own behalf and on behalf of their predecessors, successors, heirs, legal representatives and assigns (collectively, the “Releasing Parties”), hereby acknowledge and stipulate that as of the date hereof, none of the Releasing Parties has any claims or causes of action of any kind whatsoever against Agent, any other Secured Party or any of their officers, directors, employees, agents, attorneys or representatives, or against any of their respective predecessors, successors or assigns (each of the foregoing, collectively, the “Released Parties”).  Each of the Releasing Parties hereby forever releases, remises, discharges and holds harmless the Released Parties from any and all claims, causes of action, demands and liabilities of any kind whatsoever, whether direct or indirect, fixed or contingent, liquidated or nonliquidated, disputed or undisputed, known or unknown, which any of the Releasing Parties has relating in any way to any event, circumstance, action or failure to act by the Released Parties through the date of this Amendment.

7.6.       No Implied Waivers.  No failure or delay on the part of Agent or the Lenders in exercising, and no course of dealing with respect to, any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

7.7.        Arms-Length/Good Faith.  This Amendment has been negotiated at arms-length and in good faith by the parties hereto.

7.8.       Interpretation.  Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa.  The headings, captions and arrangements used in this Amendment are for convenience only, shall not affect the interpretation of this Amendment, and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

7.9.       Severability.  In case any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

7.10.      Credit Document.  Each Credit Party acknowledges and agrees that this Amendment is a Credit Document.

7.11.      Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.