WAIVER AMENDMENT, THE LIMITED WAIVER,
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION
HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.
5.5 Governing Law. THIS SECOND WAIVER AMENDMENT AND ANY CLAIM, CONTROVERSY,
DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS SECOND WAIVER AMENDMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5.6 Payment of Expenses. The Borrower shall pay all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including, without limitation, the reasonable fees, charges and disbursements of
counsel and other outside consultants for the Administrative Agent, the
reasonable travel, photocopy, mailing, courier, telephone and other similar
expenses, in connection with the preparation, negotiation, execution, delivery
and administration (both before and after the execution hereof and including
advice of counsel to the Administrative Agent as to the rights and duties of the
Administrative Agent and the Lenders with respect thereto) of this Second Waiver
Amendment and any amendments, modifications or waivers of or consents related to
the provisions hereof or thereof.
5.7 Severability. Any provision of this Second Waiver 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 or thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.
5.8 Successors and Assigns. The provisions of this Second Waiver Amendment shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
5.9 Release. EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS
PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS (EACH OF THE
FOREGOING, COLLECTIVELY, THE "RELEASING PARTIES"), HEREBY ACKNOWLEDGES AND
STIPULATES THAT AS OF THE DATE OF THIS SECOND WAIVER AMENDMENT, NONE OF THE
RELEASING PARTIES HAS ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND WHATSOEVER
AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR
SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF, THE
ADMINISTRATIVE AGENT, THE LENDERS OR ANY OF THEIR AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, OR AGAINST ANY OF
THEIR RESPECTIVE PREDECESSORS,
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SUCCESSORS OR ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE "RELEASED
PARTIES"). IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE
AGENT AND THE LENDERS PARTY HERETO TO ENTER INTO THIS SECOND WAIVER AMENDMENT,
EACH OF THE RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES AND FULLY AND
FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS THE RELEASED PARTIES
FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS AND LIABILITIES OF ANY KIND