SUBSTANCE REASONABLY SATISFACTORY TO EACH
MANAGING AGENT.
(D)
LEGAL MATTERS. ALL INSTRUMENTS AND LEGAL AND CORPORATE PROCEEDINGS
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO EACH MANAGING AGENT AND EACH MANAGING
AGENT'S COUNSEL AND THE FEES AND EXPENSES OF COUNSEL TO EACH MANAGING AGENT
INCURRED IN CONNECTION WITH THE EXECUTION OF THIS AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL HAVE BEEN PAID IN FULL.
SECTION 3.
SEVERABILITY OF PROVISIONS. ANY PROVISION OF THIS AMENDMENT
WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
SECTION 4.
CAPTIONS. THE CAPTIONS IN THIS AMENDMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT DEFINE OR LIMIT ANY OF THE TERMS OR
PROVISIONS HEREOF.
SECTION 5.
AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT. EXCEPT AS
AMENDED HEREBY, THE LOAN AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND IS
HEREBY RATIFIED, ADOPTED AND CONFIRMED IN ALL RESPECTS. ALL REFERENCES IN THE
LOAN AGREEMENT TO "HEREIN," OR WORDS OF LIKE IMPORT, AND ALL REFERENCES TO THE
LOAN AGREEMENT IN ANY AGREEMENT OR DOCUMENT SHALL HEREAFTER BE DEEMED TO REFER
TO THE LOAN AGREEMENT AS AMENDED HEREBY.
SECTION 6.
GOVERNING LAW. EXCEPT WITH RESPECT TO SECTION 8 AND ANY
OTHER SECTIONS HEREIN TO THE EXTENT THAT THEY AFFECT THE TRUST AGREEMENT, WHICH
SECTIONS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
SECTION 7.
EXECUTION IN COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL
BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL
CONSTITUTE BUT ONE AND THE SAME AMENDMENT.
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SECTION 8.
LIMITATION OF LIABILITY. IT IS EXPRESSLY UNDERSTOOD AND
AGREED BY THE PARTIES HERETO THAT (A) THIS AMENDMENT IS EXECUTED AND DELIVERED
BY WILMINGTON TRUST COMPANY, NOT INDIVIDUALLY OR PERSONALLY BUT SOLELY AS
TRUSTEE OF THE TRUST, IN THE EXERCISE OF THE POWERS AND AUTHORITY CONFERRED AND
VESTED IN IT UNDER THE TRUST AGREEMENT, (B) EACH OF THE REPRESENTATIONS,
UNDERTAKINGS AND AGREEMENTS HEREIN OR THEREIN MADE ON THE PART OF THE TRUST IS
MADE AND INTENDED NOT AS PERSONAL REPRESENTATIONS, UNDERTAKINGS AND AGREEMENTS
BY WILMINGTON TRUST COMPANY BUT IS MADE AND INTENDED FOR THE PURPOSE OF BINDING
ONLY THE TRUST AND (C) UNDER NO CIRCUMSTANCES SHALL WILMINGTON TRUST COMPANY BE
PERSONALLY LIABLE FOR THE PAYMENT OF ANY INDEBTEDNESS OR EXPENSES OF THE TRUST
OR BE LIABLE FOR THE BREACH OR FAILURE OF ANY OBLIGATION, REPRESENTATION,
WARRANTY OR COVENANT MADE OR UNDERTAKEN BY THE TRUST UNDER THIS AMENDMENT.
SECTION 9.
REPRESENTATIONS AND WARRANTIES. THE BORROWER HEREBY
CERTIFIES THAT (I) THE REPRESENTATIONS AND WARRANTIES MADE