FIRST LIEN CREDIT AGREEMENT.
SECTION 3.8
NO WAIVER.
EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT
(A) EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS AMENDMENT SHALL NOT OPERATE AS A
WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE FIRST LIEN ADMINISTRATIVE AGENT OR
THE FIRST LIEN LENDERS UNDER THE FIRST LIEN CREDIT AGREEMENT OR ANY LOAN
DOCUMENT, NOR SHALL IT CONSTITUTE A CONTINUING WAIVER AT ANY TIME, (B) THE FIRST
LIEN LENDERS SHALL NOT HAVE ANY OBLIGATION TO EXTEND THE TERM OF THE FORBEARANCE
PERIOD, (C) NOTHING HEREIN SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY DEFAULT
OR EVENT OF DEFAULT, INCLUDING THE EXISTING EVENTS OF DEFAULT, AND, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, NOTHING HEREIN SHALL IN ANY WAY PREJUDICE THE RIGHTS
AND REMEDIES OF THE FIRST LIEN ADMINISTRATIVE AGENT OR THE FIRST LIEN LENDERS
UNDER THE FIRST LIEN CREDIT AGREEMENT, ANY LOAN DOCUMENT OR APPLICABLE LAW.
IN
ADDITION, THE FIRST LIEN ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO WAIVE ANY
CONDITION OR CONDITIONS SET FORTH IN THIS AMENDMENT, THE FIRST LIEN CREDIT
AGREEMENT OR ANY LOAN DOCUMENT, IN ITS SOLE DISCRETION, AND ANY SUCH WAIVER
SHALL NOT PREJUDICE, WAIVE OR REDUCE ANY OTHER RIGHT OR REMEDY THAT THE FIRST
LIEN ADMINISTRATIVE AGENT MAY HAVE AGAINST ANY LOAN PARTY.
SECTION 3.9
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS,
AGREEMENTS, RELEASES AND WAIVERS MADE BY OR ON BEHALF OF ANY LOAN PARTY UNDER
THIS AMENDMENT SHALL SURVIVE AND CONTINUE AFTER THE EXPIRATION OR TERMINATION OF
THE FORBEARANCE PERIOD.
SECTION 3.10
NO WAIVER OF RIGHTS. NO WAIVER SHALL BE DEEMED TO BE MADE BY
ANY PARTY HEREUNDER OF ANY OF ITS RIGHTS HEREUNDER UNLESS THE SAME SHALL BE IN
WRITING SIGNED ON BEHALF OF SUCH PARTY.
SECTION 3.11
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 3.12
ENTIRE AGREEMENT.
THIS AMENDMENT (TOGETHER WITH THE FEE
LETTER) SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AS
TO THE SUBJECT MATTER HEREOF AND MERGES AND SUPERSEDES ALL PRIOR DISCUSSIONS,
AGREEMENTS, AND UNDERTAKINGS OF EVERY KIND AND NATURE AMONG THEM WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
SECTION 3.13
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, AND BY THE PARTIES HERETO ON THE SAME OR SEPARATE COUNTERPARTS
AND BY FACSIMILE SIGNATURE, AND EACH SUCH COUNTERPART, WHEN EXECUTED AND
DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME AMENDMENT.
SECTION 3.14
SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS.
WHEREVER
POSSIBLE EACH PROVISION OF THIS AMENDMENT SHALL BE INTERPRETED IN SUCH MANNER AS
TO BE EFFECTIVE AND
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VALID UNDER APPLICABLE LAW.
ANY PROVISION OF THIS AMENDMENT THAT 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. THE CAPTIONS TO
SECTIONS AND SUBSECTIONS HEREIN ARE INSERTED FOR