ratifies and reaffirms its grant of liens on or security interests in its
properties pursuant to such Loan Documents to which it is a party as security
for the Obligations, and confirms and agrees that such liens and security
interests hereafter secure all of the Obligations, including, without
limitation, all additional Obligations hereafter arising or incurred pursuant to
or in connection with this Agreement, the Loan Agreement or any other Loan
Document.
6
ARTICLE VI
MISCELLANEOUS
6.1
NO OTHER AMENDMENTS; RESERVATION OF RIGHTS; NO WAIVER.
OTHER THAN
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL NOT BE DEEMED TO
OPERATE AS AN AMENDMENT OR WAIVER OF, OR TO PREJUDICE, ANY RIGHT, POWER,
PRIVILEGE OR REMEDY OF THE LENDER UNDER THE LOAN AGREEMENT, ANY OTHER LOAN
DOCUMENT OR APPLICABLE LAW, NOR SHALL THE ENTERING INTO OF THIS AGREEMENT
PRECLUDE THE LENDER FROM REFUSING TO ENTER INTO ANY FURTHER AMENDMENTS OR
FORBEARANCES WITH RESPECT TO THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT.
OTHER THAN AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL NOT
CONSTITUTE A FORBEARANCE WITH RESPECT TO (I) ANY FAILURE BY THE COMPANY OR ANY
OF THE SUBSIDIARIES TO COMPLY WITH ANY COVENANT OR OTHER PROVISION IN THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR (II) THE OCCURRENCE OR CONTINUANCE OF
ANY PRESENT OR FUTURE EVENT OF DEFAULT.
6.2
RATIFICATION AND CONFIRMATION.
EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, THE TERMS, PROVISIONS AND CONDITIONS OF THE LOAN AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT WITHOUT INTERRUPTION OR IMPAIRMENT OF ANY
KIND.
6.3
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.
6.4
HEADINGS.
THE ARTICLE AND SECTION HEADINGS CONTAINED IN THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND WILL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
6.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER
WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE DELIVERED BY
EXCHANGE OF COPIES OF THE SIGNATURE PAGE BY FACSIMILE TRANSMISSION OR ELECTRONIC
MAIL.
6.6
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT WILL BE DEEMED
SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION WILL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF; PROVIDED
THAT IF ANY PROVISION OF THIS AGREEMENT, AS APPLIED TO ANY PARTY OR TO ANY
CIRCUMSTANCE, IS JUDICIALLY DETERMINED NOT TO BE ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, THE PARTIES AGREE THAT THE COURT JUDICIALLY MAKING SUCH DETERMINATION
MAY MODIFY THE PROVISION IN A MANNER CONSISTENT WITH ITS OBJECTIVES SUCH THAT IT
IS ENFORCEABLE, AND/OR TO DELETE SPECIFIC WORDS OR PHRASES, AND IN ITS MODIFIED
FORM, SUCH PROVISION WILL THEN BE ENFORCEABLE AND WILL BE ENFORCED.
6.7
AGREEMENT.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT IN