IN THE LOAN DOCUMENTS TO
THE CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT AS MODIFIED HEREBY.
THIS
AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 31.
REAFFIRMATION.
EACH OF HOLDINGS, THE BORROWERS AND THE OTHER LOAN
PARTIES HEREBY CONFIRMS ITS GUARANTEES, PLEDGES, MORTGAGES, HYPOTHECS, GRANTS OF
SECURITY INTEREST AND OTHER AGREEMENTS, AS APPLICABLE, UNDER EACH OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND AGREES THAT,
NOTWITHSTANDING THE EFFECTIVENESS OF THIS AMENDMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, SUCH GUARANTEES, PLEDGES, MORTGAGES,
HYPOTHECS, GRANTS OF SECURITY INTEREST AND OTHER AGREEMENTS SHALL CONTINUE TO BE
IN FULL FORCE AND EFFECT AND SHALL ACCRUE TO THE BENEFIT OF THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES AS DESCRIBED IN THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AS APPLICABLE.
SECTION 32.
RELEASE.
EACH OF HOLDINGS, THE BORROWERS AND THE OTHER LOAN
PARTIES (A) ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY CLAIM, CAUSE OF
ACTION OR SIMILAR RIGHT OF ANY KIND OR NATURE (COLLECTIVELY, "CLAIMS") AGAINST
ANY LENDER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY OF THEIR
RESPECTIVE AFFILIATES (COLLECTIVELY, THE "RELEASED PARTIES") ARISING OUT OF,
RELATING TO OR OTHERWISE CONNECTED WITH ANY OF THE LOAN DOCUMENTS, THE
TRANSACTIONS THEREUNDER OR THE ACTIONS OR INACTIONS OF ANY OF THE RELEASED
PARTIES THEREUNDER OR IN CONNECTION THEREWITH AND (B) HEREBY WAIVES, RELEASES
AND DISCHARGES EACH RELEASED PARTY FROM ANY AND ALL SUCH CLAIMS, WHETHER KNOWN
OR UNKNOWN.
THE FOREGOING ACKNOWLEDGMENT AND RELEASE IS GIVEN AS CONSIDERATION
FOR THE AGREEMENTS AND WAIVERS PROVIDED FOR IN THIS AMENDMENT.
15
SECTION 33.
APPLICABLE LAW; WAIVER OF JURY TRIAL.
(A)
THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(B)
EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 9.09 AND 9.10 OF
THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.
SECTION 34.
COUNTERPARTS; AMENDMENT.
THIS AMENDMENT MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH
OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE A SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE OF THIS AMENDMENT BY TELECOPY OR ELECTRONIC TRANSMISSION SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
THIS AMENDMENT MAY NOT BE AMENDED NOR MAY ANY PROVISION HEREOF BE WAIVED EXCEPT
PURSUANT TO A WRITING SIGNED BY HOLDINGS, EACH BORROWER, EACH OTHER LOAN PARTY,
THE ADMINISTRATIVE AGENT AND EACH LENDER WHOSE CONSENT IS REQUIRED IN CONNECTION
WITH SUCH AMENDMENT OR WAIVER PURSUANT TO SECTION 9.02(B) OF THE CREDIT
AGREEMENT.
SECTION 35.
EXPENSES.
THE PARENT BORROWER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT (AND EACH OF ITS AFFILIATES), AS WELL AS EACH LENDER, FOR
ITS REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR EACH OF THE
ADMINISTRATIVE AGENT AND EACH LENDER)