IN
THIS SECTION 4 SHALL BE AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT.
5.
RATIFICATION AND ACKNOWLEDGMENT.
EACH OF THE HOLDINGS AND
BORROWERS HEREBY RATIFIES AND REAFFIRMS EACH AND EVERY TERM, COVENANT AND
CONDITION SET FORTH IN THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED OR DELIVERED BY SUCH CREDIT PARTY.
6.
WAIVER, RELEASE AND DISCLAIMER.
TO INDUCE THE LENDERS AND THE
AGENT TO ENTER INTO THIS AMENDMENT, EACH OF HOLDINGS AND THE BORROWERS HEREBY
WAIVES AND RELEASES ANY CLAIM, DEFENSE, DEMAND, ACTION OR SUIT OF ANY KIND OR
NATURE WHATSOEVER AGAINST THE LENDERS OR THE AGENT OR THEIR RESPECTIVE
AFFILIATES, AND EACH SUCH PERSONS' RESPECTIVE OFFICERS, DIRECTORS, PARTNERS,
TRUSTEES, SHAREHOLDERS, AGENTS, ATTORNEYS, ADVISORS AND EMPLOYEES, ARISING ON OR
PRIOR TO THE DATE OF THIS AMENDMENT IN CONNECTION WITH THE CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREUNDER, EXCEPT THAT THIS SECTION 5 SHALL NOT WAIVE OR RELEASE ANY OF THE
LENDERS' OR AGENT'S CONTRACTUAL OBLIGATIONS UNDER THE CREDIT AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS.
6
7.
CONDITIONS TO EFFECTIVENESS.
THE AMENDMENTS AND CONSENT OF THE
CREDIT AGREEMENT SET FORTH IN SECTION 1 AND 2 OF THIS AMENDMENT SHALL NOT BECOME
EFFECTIVE UNLESS AND UNTIL THE AGENT HAS RECEIVED ONE OR MORE COUNTERPARTS OF
THIS AMENDMENT, DULY EXECUTED, COMPLETED AND DELIVERED BY HOLDINGS, EACH
BORROWER, THE OTHER CREDIT PARTIES, THE REQUISITE LENDERS AND THE AGENT.
8.
REIMBURSEMENT OF EXPENSES.
THE BORROWERS HEREBY JOINTLY AND
SEVERALLY AGREE TO REIMBURSE THE AGENT ON DEMAND FOR ALL REASONABLE FEES AND
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION THE
REASONABLE AND ACTUAL FEES AND EXPENSES OF ITS COUNSEL) INCURRED BY THE AGENT IN
CONNECTION WITH THE NEGOTIATION, DOCUMENTATION AND CONSUMMATION OF THIS
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
9.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO
BE PERFORMED ENTIRELY WITHIN SAID STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.
10.
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AMENDMENT WHICH
IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY
HEREBY WAIVES ANY PROVISION OF LAW THAT RENDERS ANY PROVISION HEREOF PROHIBITED
OR UNENFORCEABLE IN ANY RESPECT.
11.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
SEVERAL COUNTERPARTS, ALL OF WHICH SHALL BE DEEMED TO CONSTITUTE BUT ONE
ORIGINAL AND SHALL BE BINDING UPON ALL PARTIES, THEIR SUCCESSORS AND PERMITTED
ASSIGNS.
12.
ENTIRE AGREEMENT.
THE CREDIT AGREEMENT AS AMENDED THROUGH THIS
AMENDMENT EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO
THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT