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     **Section 2.3****Reference to and Effect on the Loan Agreement**. Except as expresslyprovided herein, the Loan Agreement and all other Loan Documents shall remain unmodified and infull force and effect and are hereby ratified and confirmed. The execution, delivery, andeffectiveness of this Amendment shall not operate as a waiver or forbearance of (a) any right,power, or remedy of the Lenders under the Loan Agreement or any of the other Loan Documents or (b)any Default or Event of Default. This Amendment shall constitute a Loan Document.     **Section 2.4****Fees, Costs, and Expenses**. Subject to and in accordance with Section3.4 of the Loan Agreement, the Borrowers agree to pay on demand all reasonable costs andexpenses of the Administrative Agent in connection with the preparation, negotiation, execution anddelivery, and closing of this Amendment and all related documentation, including the fees andout-of-pocket expenses of counsel for the Administrative Agent with respect thereto.     **Section 2.5****Counterparts**. This Amendment may be executed in any number ofcounterparts and by different parties hereto as separate counterparts, each of which counterparts,when so executed and delivered, shall be deemed to be an original and all of which counterparts,when taken together, shall constitute but one and the same agreement. A telecopy, pdf or similarelectronic file of any such executed counterpart shall be deemed valid and may be relied upon as anoriginal.     **Section 2.6****Effect; Ratification****.** (a) Except as specifically set forth above, the Loan Agreement andthe other Loan Documents shall remain in full force and effect and arehereby ratified and confirmed.  (b) The execution, delivery and effectiveness of this Amendmentshall not operate as a waiver of any right, power or remedy of theAdministrative Agent or any Lender under the Loan Agreement or any otherLoan Document, nor constitute amendment of any provision of the LoanAgreement or any other Loan Document, except as specifically set forthherein. Upon the effectiveness of this Amendment, each reference in theLoan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or wordsof similar import shall mean and be a reference to the Loan Agreement asamended hereby.  (c) Each Borrower acknowledges and agrees that the amendments setforth herein are effective solely for the purposes set forth herein and thatthe execution and delivery by the Administrative Agent, Issuing Bank and theRequired Lenders of this Amendment shall not be deemed (i) except asexpressly provided in this Amendment, to be a consent to any amendment,waiver or modification of any term or condition of the Loan Agreement or ofany other Loan Document, (ii) to create a course of dealing or otherwiseobligate the Administrative Agent, Issuing Bank or Lenders to forbear,waive, consent or execute similar amendments under the same or similarcircumstances in the future, or (iii) to amend, prejudice, relinquish orimpair any right of the Administrative Agent, Issuing Bank or Lenders toreceive any indemnity or similar payment from any Person or entity as aresult of any matter arising from or relating to this Amendment.     **Section 2.7****Reaffirmation****.**Each Borrower hereby acknowledges and reaffirms all of itsobligations and undertakings under each of the Loan Documents to which it is a party andacknowledges and agrees that subsequent to, and after taking account of the provisions of thisAmendment, each such Loan Document is and shall remain in full force and effect in accordance withthe terms thereof.     **Section 2.8****No Oral Agreements**. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENTBETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.     **Section 2.9****GOVERNING LAW****. THIS AMENDMENT, UNLESS OTHERWISE SPECIFIED, SHALL BEGOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWPRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).**[Signature Pages Follow]     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst written above.
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      **BORROWERS****:**