3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT.
3.1 This Amendment shall become effective only upon satisfaction in full of the following conditions precedent:
A. Agent shall have received counterparts to this Amendment, duly executed by the Agent, the Borrowers, and the Lenders, as applicable.
B. Agent shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Agent in connection with
this Amendment, including legal fees and expenses of Agent’s counsel.
4. REPRESENTATIONS AND WARRANTIES. Holdco and each of
the Borrowers hereby affirm to Agent and the Lenders:
4.1 All of Holdco and Borrowers’ representations and warranties set forth in
the Loan Agreement are true and correct in all material respects (or all respects if already qualified by materiality) as of the date hereof (except for any representations and warranties that expressly relate to an earlier date).
4.2 No event has occurred and is continuing or would result from the consummation of the transactions contemplated hereby that would
constitute a Default or an Event of Default.
5. LIMITED EFFECT. Except for the specific amendments contained in this Amendment,
the Loan Agreement shall remain unchanged and in full force and effect.
6. RELEASE BY BORROWERS AND GUARANTOR. Borrowers and
Guarantors (collectively, the “Obligors”), for themselves, and for their respective agents, servants, officers, directors, shareholders, members, employees, heirs, executors, administrators, agents, successors and assigns forever
release and discharge Agent and Lenders and their agents, servants, employees, accountants, attorneys, shareholders, subsidiaries, officers, directors, heirs, executors, administrators, successors and assigns from any and all claims, demands,
liabilities, accounts, obligations, costs, expenses, liens, actions, causes of action, rights to indemnity (legal or equitable), rights to subrogation, rights to contribution and remedies of any nature whatsoever, known or unknown, which Obligors
have, now have, or have acquired, individually or jointly, at any time prior to the date of the execution of this Amendment, including specifically, but not exclusively, and without limiting the generality of the foregoing, any and all of the
claims, damages, demands and causes of action, known or unknown, suspected or unsuspected by Obligors which:
6.1 Arise out of the Loan
Documents;
6.2 Arise by reason of any matter or thing alleged or referred to in, directly or indirectly, or in any way connected with,
the Loan Documents; or
6.3 Arise out of or in any way are connected with any loss, damage, or injury, whatsoever, known or unknown,
suspected or unsuspected, resulting from any act or omission by or on the part of Agent or any Lender or any party acting on behalf of Agent or any Lender committed or omitted prior to the date of this Amendment.
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