SECURED
THEREBY AND THEREUNDER SHALL INCLUDE THE BORROWER'S OBLIGATIONS UNDER THE CREDIT
AGREEMENT AS AMENDED BY THIS AMENDMENT.
EACH SUCH REAFFIRMED SECURITY INTEREST
AND LIEN REMAINS AND SHALL CONTINUE TO REMAIN IN FULL FORCE AND EFFECT AND IS
HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
SECTION 6.2.
FURTHER ASSURANCES.
EACH OF THE PARTIES HERETO HEREBY
AGREES, AT THE SOLE COST AND EXPENSE OF THE BORROWER, TO DO SUCH FURTHER ACTS
AND THINGS AND TO EXECUTE, DELIVER AND ACKNOWLEDGE SUCH ADDITIONAL AGREEMENTS,
POWERS AND INSTRUMENTS AS ANY PARTY HERETO MAY REASONABLY REQUIRE TO CARRY INTO
EFFECT THE PURPOSES OF THIS AMENDMENT.
SECTION 6.3.
COSTS AND EXPENSES.
THE BORROWER HEREBY AGREES TO PAY
ALL COSTS AND EXPENSES OF THE AGENTS (INCLUDING ATTORNEYS' FEES AND EXPENSES)
INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY
OF THIS AMENDMENT.
SECTION 6.4.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
SECTION 6.5.
SEVERABILITY.
THE INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY IN ANY JURISDICTION OF ANY PROVISION IN OR OBLIGATION UNDER
THIS AMENDMENT SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS OR OBLIGATIONS UNDER THIS AMENDMENT
OR OF SUCH PROVISION OR OBLIGATION IN ANY OTHER JURISDICTION.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY PROVISION OF LAW WHICH
RENDERS ANY PROVISION HEREOF PROHIBITED OR UNENFORCEABLE IN ANY RESPECT.
SECTION 6.6.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS
4
(and by different parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
Execution and delivery of this Amendment by facsimile transmission
shall constitute execution and delivery of this Amendment for all purposes, with
the same force and effect as execution and delivery of an originally manually
signed copy thereof.
SECTION 6.7.
HEADINGS; BINDING EFFECT.
THE HEADINGS OF THE SEVERAL
SECTIONS OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN
ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AMENDMENT.
THE PROVISIONS OF THIS AMENDMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING
UPON THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS.
SECTION 6.8.
CONSULTATION WITH ADVISORS.
THE BORROWER ACKNOWLEDGES
THAT IT HAS CONSULTED WITH COUNSEL AND WITH SUCH OTHER EXPERTS AND ADVISORS AS
IT HAS DEEMED NECESSARY IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AMENDMENT.
THIS AMENDMENT SHALL BE CONSTRUED WITHOUT REGARD TO
ANY PRESUMPTION OR ANY RULE REQUIRING THAT IT BE CONSTRUED AGAINST THE PARTY
CAUSING THIS AMENDMENT OR ANY PART HEREOF TO BE DRAFTED.
SECTION 6.9.
ENTIRE AGREEMENT.
THIS AMENDMENT SETS FORTH THE ENTIRE
UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO IN RELATION TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ANY PRIOR NEGOTIATIONS AND AGREEMENTS AMONG THE
PARTIES RELATIVE TO SUCH SUBJECT