THE LOAN
AGREEMENT, THIS AMENDMENT OR ANY SECURITY DOCUMENT OR OTHER LOAN DOCUMENT, ANY
PREVIOUS VERSION HEREOF OR THEREOF OR ANY PROPOSED AMENDMENT OR WAIVER HEREOF OR
THEREOF.
7.
LIMITED NATURE OF AMENDMENTS AND CONSENT.
THE AMENDMENTS AND CONSENT SET
FORTH HEREIN ARE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED TO (A) BE
A CONSENT BY THE AGENT OR THE LENDERS TO ANY WAIVER OF, OR MODIFICATION OF, ANY
OTHER TERM OR CONDITION OF THE AGREEMENT, OR ANY OF THE DOCUMENTS REFERRED TO IN
ANY OF THE FOREGOING OR (B) PREJUDICE ANY RIGHT OR RIGHTS WHICH ANY OF THE
LENDERS OR THE AGENT MAY NOW HAVE OR MAY HAVE IN THE FUTURE UNDER OR IN
CONNECTION WITH THE AGREEMENT, OR ANY OF THE DOCUMENTS REFERRED TO IN ANY OF THE
FOREGOING.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE TERMS AND PROVISIONS OF THE
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE
OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.
9.
JURISDICTION, WAIVER OF JURY TRIAL.
THE BORROWER HEREBY AGREES THAT ANY
LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS AMENDMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE AGENT
OR ANY LENDER MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, THE BORROWER
ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, UNLESS
WAIVED IN WRITING BY THE AGENT AND THE MAJORITY LENDERS.
EACH OF THE BORROWER,
THE AGENT AND THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER, ANY AFFILIATE OF THE
BORROWER, THE AGENT OR ANY LENDER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE AGENT AND THE LENDER ENTERING INTO THIS AMENDMENT.
10.
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE VARIOUS PROVISIONS OF THIS
AMENDMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED
TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
4
11.
WRITINGS ONLY.
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT NO TERM OR
PROVISION OF THE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
CHANGED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED VERBALLY, BUT ONLY BY AN
INSTRUMENT IN WRITING SIGNED BY THE RELEVANT PARTIES, AS FURTHER PROVIDED IN
SECTION 12.2 OF THE CREDIT AGREEMENT.
12.
ENTIRE AGREEMENT.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES