OR HEREUNDER.
SECTION 6.
EFFECT OF THIS AMENDMENT.
(A)
EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THIS AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR,
CONSTITUTE A WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE
LENDERS OR THE ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY OF THE
TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN
ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
NOTHING HEREIN SHALL
BE DEEMED TO ENTITLE ANY LOAN PARTY TO A CONSENT TO, OR A WAIVER, AMENDMENT,
MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
(B)
ON AND AFTER THE FIFTH AMENDMENT EFFECTIVE DATE, EACH REFERENCE IN
THE CREDIT AGREEMENT OR THE GUARANTEE AND COLLATERAL AGREEMENT TO "THIS
AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN", OR WORDS OF LIKE IMPORT, AND EACH
REFERENCE TO THE CREDIT AGREEMENT OR THE GUARANTEE AND COLLATERAL AGREEMENT IN
ANY OTHER LOAN DOCUMENT SHALL BE DEEMED TO BE A REFERENCE TO THE CREDIT
AGREEMENT OR THE GUARANTEE AND COLLATERAL AGREEMENT, AS THE CASE MAY BE, AS
AMENDED HEREBY.
THIS AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL
PURPOSES OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
3
SECTION 7.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.
COUNTERPARTS.
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 FACSIMILE OR OTHER ELECTRONIC IMAGING SHALL BE AS EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
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.
HEADINGS.
THE SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AMENDMENT AND SHALL NOT AFFECT THE
CONSTRUCTION OF, OR BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS AMENDMENT.
SECTION 11.
ADMINISTRATIVE AGENT'S EXPENSES.
WITHOUT LIMITING THE BORROWER'S
OBLIGATIONS UNDER THE CREDIT AGREEMENT, THE BORROWER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT FOR ITS REASONABLE AND DOCUMENTED OUT-OF-POCKET EXPENSES IN
CONNECTION WITH THIS AMENDMENT, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF CRAVATH, SWAINE & MOORE LLP, COUNSEL FOR THE ADMINISTRATIVE
AGENT. ALL FEES SHALL BE PAYABLE IN IMMEDIATELY AVAILABLE FUNDS AND SHALL