OMISSIONS OF THE ADMINISTRATIVE
AGENT OR ANY LENDER, THE EFFECTIVENESS, GENUINENESS, VALIDITY, COLLECTIBILITY OR
ENFORCEABILITY OF THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
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 LOAN 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.
8.
Miscellaneous.
(a)
Except as otherwise expressly set forth herein, nothing herein
shall be deemed to constitute an amendment, modification or waiver of any of the
provisions of the Credit Agreement or the other Loan Documents, all of which
remain in full force and effect as of the date hereof and are hereby ratified
and confirmed. The Borrower acknowledges and agrees that nothing contained
herein shall be deemed to entitle the Credit Parties to a consent to, or a
waiver, amendment or modification of, any of the terms, conditions, obligations,
covenants or agreements contained in the Loan Documents in similar or different
circumstances.
(b)
This Amendment may be executed in any number of counterparts, each
of which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one instrument.
(c)
Whenever the terms or sections amended hereby shall be referred to
in the Credit Agreement, Loan Documents or such other documents (whether
directly or by incorporation into other defined terms), such defined terms shall
be deemed to refer to those terms or sections as amended by this Amendment.
(d)
This Amendment shall be governed by the laws of the State of New
York and shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
(e)
The Borrower agrees to pay all reasonable expenses, including legal
fees and disbursements incurred by the Administrative Agent in connection with
this Amendment and the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this