AMENDMENTS AND CONSENT.
THE AMENDMENTS AND
CONSENT SET FORTH HEREIN ARE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE
DEEMED TO (A) BE A CONSENT BY THE AGENT OR THE LENDERS TO ANY WAIVER OF, OR
MODIFICATION OF, ANY OTHER TERM OR CONDITION OF THE AGREEMENT, OR ANY OF THE
DOCUMENTS REFERRED TO IN ANY OF THE FOREGOING OR (B) PREJUDICE ANY RIGHT OR
RIGHTS WHICH ANY OF THE LENDERS OR THE AGENT MAY NOW HAVE OR MAY HAVE IN THE
FUTURE UNDER OR IN CONNECTION WITH THE AGREEMENT, OR ANY OF THE DOCUMENTS
REFERRED TO IN ANY OF THE FOREGOING.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE
TERMS AND PROVISIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.
9.
JURISDICTION, WAIVER OF JURY TRIAL.
THE BORROWER HEREBY AGREES
THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS AMENDMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE
AGENT OR ANY LENDER MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, THE
BORROWER ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS, UNLESS WAIVED IN WRITING BY THE AGENT AND THE MAJORITY LENDERS.
EACH OF
THE BORROWER, THE AGENT AND THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE
BORROWER, ANY AFFILIATE OF THE BORROWER, THE AGENT OR ANY LENDER.
THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDER ENTERING INTO
THIS AMENDMENT.
4
10.
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE VARIOUS PROVISIONS OF
THIS AMENDMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE
DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
11.
WRITINGS ONLY.
BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT NO
TERM OR PROVISION OF THE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS
MAY BE CHANGED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED VERBALLY, BUT ONLY BY
AN INSTRUMENT IN WRITING SIGNED BY THE RELEVANT PARTIES, AS FURTHER PROVIDED IN
SECTION 12.2 OF THE CREDIT AGREEMENT.
12.
ENTIRE AGREEMENT.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL