LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
2
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
SECTION 7.
EXECUTION.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY TELECOPIER OR PDF
SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS
AMENDMENT.
SECTION 8.
LIMITED EFFECT.
THIS AMENDMENT RELATES ONLY TO THE
SPECIFIC MATTERS EXPRESSLY COVERED HEREIN, SHALL NOT BE CONSIDERED TO BE A
WAIVER OF ANY RIGHTS OR REMEDIES LENDER MAY HAVE UNDER THE CREDIT AGREEMENT OR
UNDER ANY OTHER LOAN DOCUMENT, AND SHALL NOT BE CONSIDERED TO CREATE A COURSE OF
DEALING OR TO OTHERWISE OBLIGATE IN ANY RESPECT LENDER TO EXECUTE SIMILAR OR
OTHER AMENDMENTS OR GRANT ANY WAIVERS UNDER THE SAME OR SIMILAR OR OTHER
CIRCUMSTANCES IN THE FUTURE.
SECTION 9.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD TO
BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN
A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER
JURISDICTION.
SECTION 10.
ENTIRE AGREEMENT.
THIS AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL OTHER
PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES OR
ANY OF THEM WITH RESPECT TO THE SUBJECT MATTER HEREOF.
SECTION 11.
RATIFICATION BY SUBSIDIARY GUARANTORS.
EACH OF THE
SUBSIDIARY GUARANTORS HEREBY ACKNOWLEDGES THAT ITS CONSENT TO THIS AMENDMENT IS
NOT REQUIRED, BUT EACH SUBSIDIARY GUARANTOR NEVERTHELESS HEREBY AGREES AND
CONSENTS TO THIS AMENDMENT AND TO THE DOCUMENTS AND AGREEMENTS REFERRED TO
HEREIN.
EACH SUBSIDIARY GUARANTOR AGREES AND ACKNOWLEDGES THAT
(I) NOTWITHSTANDING THE EFFECTIVENESS OF THIS AMENDMENT, SUCH SUBSIDIARY
GUARANTOR'S GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT MODIFICATION
THERETO AND (II) NOTHING HEREIN SHALL IN ANY WAY LIMIT ANY OF THE TERMS OR
PROVISIONS OF SUCH SUBSIDIARY GUARANTOR'S GUARANTEE OR ANY OTHER LOAN DOCUMENT
EXECUTED BY SUCH SUBSIDIARY GUARANTOR (AS THE SAME MAY BE AMENDED FROM TIME TO
TIME), ALL OF WHICH ARE HEREBY RATIFIED, CONFIRMED AND AFFIRMED IN ALL
RESPECTS.
EACH SUBSIDIARY GUARANTOR HEREBY AGREES AND ACKNOWLEDGES THAT NO
OTHER AGREEMENT, INSTRUMENT, CONSENT OR DOCUMENT SHALL BE REQUIRED TO GIVE
EFFECT TO THIS SECTION 11.
EACH SUBSIDIARY GUARANTOR HEREBY FURTHER
ACKNOWLEDGES THAT BORROWER AND LENDER MAY FROM TIME TO TIME ENTER INTO ANY
FURTHER AMENDMENTS, MODIFICATIONS, TERMINATIONS AND/OR WAIVERS OF ANY PROVISIONS
OF THE