forth in Section 4 hereof or
any other provision hereof shall not become effective due to the failure to
satisfy a condition of this Section 6, that shall not limit the effectiveness
of any other provision hereof if the conditions to effectiveness thereof shall
be satisfied. For purposes of determining compliance with the conditions
specified in this Section 6, each Bank that has executed this Amendment shall be
deemed to have consented to, approved or accepted, or to be satisfied with, each
document or other matter either sent, or made available for inspection, by the
Administrative Agent to such Bank for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to the Administrative Agent and the requisite Banks
pursuant to the Credit Agreement.
SECTION 7.
REFERENCE TO AND EFFECT ON LOAN DOCUMENTS. ON AND AFTER THE
EFFECTIVE DATE OF THIS AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO
"THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT, AND
EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO THE CREDIT AGREEMENT, SHALL MEAN
AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY. THIS AMENDMENT
SHALL CONSTITUTE A LOAN DOCUMENT WITHIN THE DEFINITION THEREOF IN THE CREDIT
AGREEMENT.
SECTION 8.
REAFFIRMATION OF SECURITY INTEREST. THE BORROWER HEREBY REAFFIRMS
AS OF THE DATE HEREOF EACH AND EVERY SECURITY INTEREST AND LIEN GRANTED IN FAVOR
OF THE SECURITY AGENT AND THE BANKS UNDER THE LOAN DOCUMENTS, AND AGREES AND
ACKNOWLEDGES THAT SUCH SECURITY INTERESTS AND LIENS SHALL CONTINUE FROM AND
AFTER THE DATE HEREOF AND SHALL REMAIN IN
4
FULL FORCE AND EFFECT FROM AND AFTER THE DATE HEREOF, IN EACH CASE AFTER GIVING
EFFECT TO THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, AND THE OBLIGATIONS
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 9.
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 10.
COSTS AND EXPENSES. THE BORROWER HEREBY AGREES TO PAY ALL COSTS
AND EXPENSES OF THE ADMINISTRATIVE AGENT (INCLUDING ATTORNEYS' FEES AND
EXPENSES) INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION
AND DELIVERY OF THIS AMENDMENT.
Section 11.
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 12.
SEVERABILITY. THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY IN
ANY JURISDICTION OF ANY PROVISION IN OR OBLIGATION UNDER THIS AMENDMENT SHALL
NOT AFFECT