all of the transactions contemplated in this First
Amendment and further agrees and confirms that the Loan Guaranty executed and
provided to the Administrative Agent and the Lender, as applicable, by such Loan
Guarantor, continues in full force and effect in favor of the Administrative
Agent and the Lender, as applicable. The payment of the Guaranteed Obligations
(or applicable portion thereof) shall continue to be unconditionally guaranteed
by, and such Loan Guarantor hereby confirms and ratifies, the Loan Guaranty, and
hereby unconditionally guarantees the prompt and full payment of the Guaranteed
Obligations (or applicable portion thereof) to the Administrative Agent and the
Lender, as applicable, in accordance with the terms of the Loan Guaranty. Each
Loan Party shall make, execute or endorse, and acknowledge and deliver or file
and record or cause same to be done, all such documents, notices, instruments or
other assurances, and take all such other action, as the Administrative Agent or
the Lender may, from time to time, deem reasonably necessary or proper in
connection with this First Amendment and the Credit Agreement, as amended
hereby.
5
4.12
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS FIRST AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS FIRST AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
4.13
Governing Law. This First Amendment and the rights and obligations
of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of New York, but giving effect to federal laws applicable
to national banks.
4.14
NO CLAIMS; RELEASE; COVENANT NOT TO SUE. EACH LOAN PARTY (IN ITS
OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES
AND ASSIGNS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT,
TO ITS KNOWLEDGE, AS OF THE DATE HEREOF, IT HAS NO SETOFFS, COUNTERCLAIMS,
ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES
OF ANY CHARACTER OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED,
UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE,
SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR
UNFORESEEN, DIRECT, OR INDIRECT, AGAINST ADMINISTRATIVE Agent, THE lender, THE
ISSUING BANK, ANY OF their AFFILIATES OR ANY OF their OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, ATTORNEYS, consultants to attorneys OR REPRESENTATIVES OR ANY
OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE
"LENDER-RELATED PARTIES") OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION,
SET ASIDE OR SUBORDINATION OF THE Indebtedness OR ANY LIENS OR SECURITY
INTERESTS