AND SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
SECTION 7.
CONFIRMATION OF PARENT UNDERTAKINGS.
THE PARENT, BY ITS
SIGNATURE BELOW, HEREBY CONFIRMS AND AGREES THAT NOTWITHSTANDING THE
EFFECTIVENESS OF THIS AMENDMENT AGREEMENT AND THE ADDITIONAL AMENDMENTS, THE
PARENT UNDERTAKINGS HERETOFORE EXECUTED AND DELIVERED BY IT ARE, AND SHALL
CONTINUE TO BE, IN FULL FORCE AND EFFECT AND SHALL APPLY TO THE AGREEMENT AND
THE PURCHASE AGREEMENTS, AS HERETOFORE AMENDED, AND AS AMENDED AS CONTEMPLATED
BY THIS AMENDMENT AGREEMENT AND THE ADDITIONAL AMENDMENTS, AND THE PARENT
UNDERTAKINGS ARE HEREBY RATIFIED AND CONFIRMED.
SECTION 8.
CONSENTS TO AMENDMENT.
IN ACCORDANCE WITH THE TERMS OF
SECTION 5.01(M) OF EACH OF THE AGREEMENT, THE SECONDARY PURCHASE AGREEMENT AND
THE TERTIARY PURCHASE AGREEMENT, EACH OF THE PROGRAM AGENT, THE INVESTOR AGENTS,
CAYMAN SPE I AND THE BORROWER CONSENTS TO THE AMENDMENTS TO EACH OF THE
ORIGINATOR PURCHASE AGREEMENT, THE SECONDARY PURCHASE AGREEMENT AND THE TERTIARY
PURCHASE AGREEMENT CONTEMPLATED BY SECTION 2(B) OF THIS AMENDMENT AGREEMENT.
SECTION 9.
COSTS AND EXPENSES.
THE BORROWER AGREES TO PAY ON DEMAND
ALL REASONABLE COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION, EXECUTION
AND DELIVERY OF THIS AMENDMENT AGREEMENT AND ANY OTHER DOCUMENTS TO BE DELIVERED
HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET
EXPENSES OF COUNSEL FOR THE PROGRAM AGENT, THE INVESTOR AGENTS, THE INVESTORS
AND THE BANKS WITH RESPECT THERETO.
5
SECTION 10.
GOVERNING LAW.
THIS AMENDMENT AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK,
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
SECTION 11.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AMENDMENT AGREEMENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART OF THIS AMENDMENT AGREEMENT.
[Remainder of this page intentionally left blank]
6
IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RITE AID FUNDING II
By:
Name: Glenn Gershenson
Title:
Treasurer
CAFCO, LLC
By:
Citicorp North America,
Inc., as Attorney-in-Fact
By:
Name:
Title:
CRC FUNDING, LLC
By:
Citicorp North America,
Inc., as Attorney-in-Fact
By:
Name:
Title:
FALCON ASSET SECURITIZATION
COMPANY LLC
By:
JPMorgan Chase Bank, N.A., its
attorney-in-fact
By:
Name: Cathleen D. Dettling
Title:
Vice President
VARIABLE FUNDING CAPITAL
COMPANY LLC
By:
Wachovia Capital Markets, LLC,
Inc., as Attorney-in-Fact
By:
Name:
Title:
CITICORP NORTH AMERICA, INC.,
as Program Agent and as an Investor Agent
By:
Name:
Title:
CITIBANK, N.A.
By:
Name:
Title: