RESPECT TO ITS
OBLIGATIONS UNDER THE CREDIT DOCUMENTS, OR IF SUCH CREDIT PARTY HAS ANY SUCH
CLAIMS, COUNTERCLAIMS, OFFSETS, OR DEFENSES TO THE CREDIT DOCUMENTS OR ANY
TRANSACTION RELATED TO THE CREDIT DOCUMENTS, THE SAME ARE HEREBY WAIVED,
RELINQUISHED, AND RELEASED IN CONSIDERATION OF THE EXECUTION OF THIS AMENDMENT.
EACH OF THE GUARANTORS FURTHER WAIVES ANY DEFENSE TO ITS GUARANTY LIABILITY
OCCASIONED BY THIS AMENDMENT.
THIS ACKNOWLEDGEMENT AND CONFIRMATION BY EACH OF
THE CREDIT PARTIES IS MADE AND DELIVERED TO INDUCE THE ADMINISTRATIVE AGENT AND
THE LENDERS TO ENTER INTO THIS AMENDMENT, AND EACH CREDIT PARTY ACKNOWLEDGES
THAT THE ADMINISTRATIVE AGENT AND THE LENDERS WOULD NOT ENTER INTO THIS
AMENDMENT IN THE ABSENCE OF THE ACKNOWLEDGEMENT AND CONFIRMATION CONTAINED
HEREIN.
ARTICLE V
MISCELLANEOUS
5.1
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT
EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).
5.2
FULL FORCE AND EFFECT.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE
CREDIT AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
PROVISIONS THEREOF ON THE DATE HEREOF.
AS USED IN THE CREDIT AGREEMENT,
"HEREINAFTER," "HERETO," "HEREOF," AND WORDS OF SIMILAR IMPORT SHALL, UNLESS THE
CONTEXT OTHERWISE REQUIRES, MEAN THE CREDIT AGREEMENT AFTER AMENDMENT BY THIS
AMENDMENT.
ANY REFERENCE TO THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS HEREIN OR IN ANY SUCH DOCUMENTS SHALL REFER TO THE CREDIT AGREEMENT
AND CREDIT DOCUMENTS AS AMENDED HEREBY.
THIS AMENDMENT IS LIMITED AS SPECIFIED
AND SHALL NOT CONSTITUTE OR BE DEEMED TO CONSTITUTE AN AMENDMENT, MODIFICATION
OR WAIVER OF ANY PROVISION OF THE CREDIT AGREEMENT EXCEPT AS EXPRESSLY SET FORTH
HEREIN.
THIS AMENDMENT SHALL CONSTITUTE A CREDIT DOCUMENT UNDER THE TERMS OF
THE CREDIT AGREEMENT.
3
5.3
EXPENSES.
THE BORROWER AGREES ON DEMAND (I) TO PAY ALL REASONABLE
FEES AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE AGENT, AND (II) TO REIMBURSE
THE ADMINISTRATIVE AGENT FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES, IN
EACH CASE, IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS DELIVERED IN
CONNECTION HEREWITH.
5.4
SEVERABILITY.
TO THE EXTENT ANY PROVISION OF THIS AMENDMENT IS
PROHIBITED BY OR INVALID UNDER THE APPLICABLE LAW OF ANY JURISDICTION, SUCH
PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY AND ONLY IN ANY SUCH JURISDICTION, WITHOUT PROHIBITING OR
INVALIDATING SUCH PROVISION IN ANY OTHER JURISDICTION OR THE REMAINING
PROVISIONS OF THIS AMENDMENT IN ANY JURISDICTION.
5.5
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT SHALL BE BINDING UPON,
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS OF THE PARTIES HERETO.
5.6
CONSTRUCTION.
THE HEADINGS OF THE VARIOUS SECTIONS AND
SUBSECTIONS OF THIS AMENDMENT HAVE BEEN INSERTED FOR CONVENIENCE ONLY AND SHALL
NOT IN ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
5.7
COUNTERPARTS.
THIS AMENDMENT