TO THE PRINCIPAL PAYMENTS DUE ON
NOVEMBER 16, 2009; AND
(IV)
SUCH OTHER CONSENTS, APPROVALS, OPINIONS OR
DOCUMENTS AS THE ADMINISTRATIVE AGENT OR THE LENDERS MAY REASONABLY REQUEST.
(B)
THE AMENDMENT FEES SHALL BE PAYABLE IN
DOLLARS.
FOR PURPOSES OF DETERMINING THE AMOUNT OF SUCH AMENDMENT FEES PAYABLE
IN RESPECT OF THE EURO REVOLVING LOAN COMMITMENTS AND THE OUTSTANDING PRINCIPAL
BALANCE OF THE EURO TERM LOANS, SUCH AMOUNTS SHALL BE CALCULATED BY THE
ADMINISTRATIVE AGENT IN DOLLARS, WITH THE EURO REVOLVING LOAN COMMITMENTS AND
THE OUTSTANDING PRINCIPAL BALANCE OF THE EURO TERM LOANS BEING CONVERTED TO
DOLLARS USING THE MARKET RATE OF EXCHANGE AS OF OCTOBER 20, 2009.
8.
RELEASE AND INDEMNITY.
EACH OF THE
BORROWERS AND GUARANTORS DOES HEREBY RELEASE AND FOREVER DISCHARGE THE
ADMINISTRATIVE AGENT, EURO ADMINISTRATIVE AGENT AND EACH OF THE LENDERS AND EACH
AFFILIATE THEREOF AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS,
TRUSTEES, AGENTS, ATTORNEYS, SUCCESSORS, ASSIGNS OR OTHER REPRESENTATIVES FROM
ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS, CROSS-ACTIONS, CAUSES OF ACTION,
COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES), OF ANY KIND OR NATURE WHATSOEVER,
WHETHER BASED ON LAW OR EQUITY, WHICH ANY OF SAID PARTIES HAS HELD OR MAY NOW OR
IN THE FUTURE OWN OR HOLD, WHETHER KNOWN OR UNKNOWN, FOR OR BECAUSE OF ANY
MATTER OR THING DONE, OMITTED OR SUFFERED TO BE DONE ON OR BEFORE THE ACTUAL
DATE UPON WHICH THIS AMENDMENT IS SIGNED BY ANY OF SUCH PARTIES (A) ARISING
DIRECTLY OR INDIRECTLY OUT OF THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENTS,
INSTRUMENTS OR ANY OTHER TRANSACTIONS RELATING THERETO AND/OR (B) RELATING
DIRECTLY OR INDIRECTLY TO ALL TRANSACTIONS BY AND BETWEEN THE BORROWERS,
5
THE GUARANTORS, OR THEIR REPRESENTATIVES AND THE ADMINISTRATIVE AGENT, THE EURO
ADMINISTRATIVE AGENT AND EACH LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, ATTORNEYS OR OTHER REPRESENTATIVES.
SUCH RELEASE,
WAIVER, ACQUITTAL AND DISCHARGE SHALL AND DOES INCLUDE, WITHOUT LIMITATION, ANY
CLAIMS OF USURY, FRAUD, DURESS, MISREPRESENTATION, LENDER LIABILITY, CONTROL,
EXERCISE OF REMEDIES AND ALL SIMILAR ITEMS AND CLAIMS, WHICH MAY, OR COULD BE,
ASSERTED BY ANY BORROWER OR GUARANTOR, BUT SUCH RELEASE, WAIVER, ACQUITTAL AND
DISCHARGES SHALL AND DOES NOT INCLUDE ANY CLAIMS, DEMANDS, DAMAGES, ACTIONS,
CROSS ACTIONS, CAUSES OF ACTION, COSTS AND EXPENSES ARISING OUT OF OR RELATING
TO (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY US INDEMNITEE OR EURO
INDEMNITEE, (B) IN THE CASE OF SECTION 2.15 OF THE CREDIT AGREEMENT, THE MATTERS
SET FORTH IN SECTION 2.15(E) OF THE CREDIT AGREEMENT, (C) THE OBLIGATIONS OF
EACH LENDER UNDER SECTION 2.17(E) OF THE CREDIT AGREEMENT, OR (D) ANY ASSIGNMENT
OR TRANSFER BY ANY LENDER OF ITS RIGHTS OR OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, EXCEPT FOR ANY SUCH ASSIGNMENT OR
TRANSFER MADE IN ACCORDANCE WITH SECTION 10.04 OF THE CREDIT AGREEMENT AND THE
APPLICABLE PROVISIONS OF THE OTHER LOAN DOCUMENTS, RESPECTIVELY.
EACH OF THE
BORROWERS AND GUARANTORS HEREBY RATIFIES THE INDEMNIFICATION PROVISIONS
CONTAINED IN THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, SECTION 10.03 OF
THE CREDIT