FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE LENDERS, HOLDINGS,
THE BORROWER OR THE ADMINISTRATIVE AGENT UNDER ANY OF THE LOAN DOCUMENTS, NOR
CONSTITUTE A WAIVER OF ANY OTHER PROVISION OF ANY OF THE LOAN DOCUMENTS OR FOR
ANY PURPOSE.
(C)
EACH OF THE LOAN DOCUMENTS, INCLUDING THE CREDIT AGREEMENT, AND
ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS NOW OR HEREAFTER EXECUTED
AND/OR DELIVERED PURSUANT TO THE TERMS HEREOF OR PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT AS AMENDED HEREBY, ARE HEREBY AMENDED SO THAT ANY REFERENCE IN
SUCH LOAN DOCUMENTS TO THE CREDIT AGREEMENT, WHETHER DIRECT OR INDIRECT, SHALL
MEAN A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
(D)
THIS AMENDMENT IS A LOAN DOCUMENT.
FOR THE AVOIDANCE OF DOUBT,
THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 10.05 OF THE CREDIT
AGREEMENT SHALL APPLY TO THIS AMENDMENT.
SECTION 6.
EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.
Delivery of an
executed counterpart by telecopy or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7.
GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
SECTION 8.
HEADINGS
Section headings herein are included herein for convenience of reference only
and shall not constitute a part hereof for any other purpose or be given any
substantive effect.
5
SECTION 9.
NOTICES
All communications and notices hereunder shall be given as provided in the
Credit Agreement.
SECTION 10.
SEVERABILITY
The illegality or unenforceability of any provision of this Amendment or any
instrument or agreement required hereunder shall not in any way affect or impair
the legality or enforceability of the remaining provisions of this Amendment or
any instrument or agreement required hereunder.
SECTION 11.
SUCCESSORS
The terms of this Amendment shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
SECTION 12.
WAIVER OF JURY TRIAL
EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A