HEREWITH AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. WITHOUT IN ANY WAY LIMITING THE PRECEDING CHOICE OF LAW, THE PARTIES ELECT
TO BE GOVERNED BY NEW YORK LAW IN ACCORDANCE WITH, AND ARE RELYING (AT LEAST IN
PART) ON, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, AS AMENDED.
18
SECTION 5.6
SUCCESSORS AND ASSIGNS. THIS
AMENDMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF HOLDINGS, THE
BORROWER, THE ADMINISTRATIVE AGENT, AND THE BANKS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT NEITHER HOLDINGS NOR THE BORROWER MAY ASSIGN OR
TRANSFER ANY OF THEIR RESPECTIVE RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE BANKS.
SECTION 5.7
COUNTERPARTS. THIS AMENDMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES
HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED
SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE
SAME INSTRUMENT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS
AMENDMENT BY FACSIMILE TRANSMISSION OR ELECTRONIC MAIL OF A PDF COPY SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART HEREOF; PROVIDED THAT
ORIGINAL COPIES OF EACH SIGNATURE PAGE ARE DELIVERED TO LEGAL COUNSEL FOR THE
ADMINISTRATIVE AGENT PROMPTLY UPON EXECUTION OF THIS AMENDMENT.
SECTION 5.8
EFFECT OF AMENDMENT. NO CONSENT
OR WAIVER, EXPRESS OR IMPLIED, BY THE ADMINISTRATIVE AGENT OR ANY BANK TO OR FOR
ANY BREACH OF OR DEVIATION FROM ANY COVENANT, CONDITION, OR DUTY BY HOLDINGS OR
THE BORROWER SHALL BE DEEMED A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OF
THE SAME OR ANY OTHER COVENANT, CONDITION, OR DUTY. HOLDINGS AND THE BORROWER
HEREBY (A) AGREE THAT THIS AMENDMENT SHALL NOT LIMIT OR DIMINISH THE OBLIGATIONS
OF HOLDINGS OR THE BORROWER UNDER THE CREDIT DOCUMENTS, (B) REAFFIRMS HOLDINGS'
AND THE BORROWER'S OBLIGATIONS UNDER EACH OF THE CREDIT DOCUMENTS, AND
(C) AGREES THAT EACH OF THE CREDIT DOCUMENTS TO WHICH HOLDINGS OR THE BORROWER
IS A PARTY REMAINS IN FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND
CONFIRMED.
SECTION 5.9
FURTHER ASSURANCES. HOLDINGS
AND THE BORROWER SHALL EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, TO THE ADMINISTRATIVE AGENT SUCH DOCUMENTS AND AGREEMENTS, AND SHALL
TAKE OR CAUSE TO BE TAKEN SUCH ACTIONS AS THE ADMINISTRATIVE AGENT MAY, FROM
TIME TO TIME, REASONABLY REQUEST TO CARRY OUT THE TERMS OF THIS AMENDMENT AND
THE OTHER CREDIT DOCUMENTS.
SECTION 5.10
HEADINGS. THE HEADINGS OF THE
SEVERAL SECTIONS AND SUBSECTIONS OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE
ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY
PROVISION OF THIS AMENDMENT.
SECTION 5.11
ENTIRE AGREEMENT. THIS AMENDMENT AND
ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN
CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT