THE BORROWERS HEREBY
CONFIRMS AND AGREES THAT (I) THE INCREMENTAL TERM LOANS CONSTITUTE "U.S.
OBLIGATIONS" UNDER THE LOAN GUARANTY AND "OBLIGATIONS" (OR ANY WORD OF LIKE
IMPORT) UNDER THE COLLATERAL DOCUMENTS AND (II) THE U.S. REVOLVING LOANS,
CANADIAN REVOLVING LOANS, LETTERS OF CREDIT, SWINGLINE LOANS AND INITIAL TERM
LOANS HAVE CONSTITUTED AND CONTINUE TO CONSTITUTE "U.S. OBLIGATIONS", "CANADIAN
OBLIGATIONS" AND "OBLIGATIONS", AS APPLICABLE, UNDER SUCH DOCUMENTS.
SECTION 1.02.
AMENDMENT.
ON AND AFTER THE EFFECTIVENESS OF THE AMENDMENT,
(I) EACH REFERENCE IN EACH COLLATERAL DOCUMENT TO THE "CREDIT AGREEMENT",
"THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO
THE AMENDED CREDIT AGREEMENT AS SUCH AGREEMENT MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME AND (II) THE DEFINITION OF ANY TERM
DEFINED IN ANY COLLATERAL DOCUMENT BY REFERENCE TO THE TERMS DEFINED IN THE
EXISTING CREDIT AGREEMENT SHALL BE AMENDED TO BE DEFINED BY REFERENCE TO THE
APPLICABLE DEFINED TERM IN THE AMENDED CREDIT AGREEMENT, AS THE SAME MAY BE
AMENDED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Each Reaffirming Party hereby represents and warrants, which representations and
warranties shall survive execution and delivery of this Agreement, as follows:
SECTION 2.01.
THE REPRESENTATIONS AND WARRANTIES OF SUCH REAFFIRMING PARTY SET
FORTH IN THE COLLATERAL DOCUMENTS AND ARTICLE III OF THE AMENDED CREDIT
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF, WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
DATE (IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE).
ARTICLE III.
MISCELLANEOUS
SECTION 3.01.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
MADE AT THE ADDRESSES, IN THE MANNER AND WITH THE EFFECT PROVIDED IN
SECTION 9.01 OF THE AMENDED CREDIT AGREEMENT.
SECTION 3.02.
EXPENSES.
THE REAFFIRMING PARTIES AGREE TO REIMBURSE THE
ADMINISTRATIVE AGENT FOR ITS REASONABLE OUT-OF-POCKET EXPENSES IN CONNECTION
WITH THE PREPARATION AND EXECUTION OF THIS AGREEMENT AND EACH DOCUMENT
CONTEMPLATED HEREUNDER TO THE EXTENT REQUIRED UNDER SECTION 9.03 OF THE AMENDED
CREDIT AGREEMENT.
SECTION 3.03.
COLLATERAL DOCUMENT.
THIS AGREEMENT IS A COLLATERAL DOCUMENT
EXECUTED PURSUANT TO THE AMENDED CREDIT AGREEMENT AND SHALL (UNLESS OTHERWISE
EXPRESSLY INDICATED HEREIN) BE CONSTRUED, ADMINISTERED AND APPLIED IN ACCORDANCE
WITH THE TERMS AND PROVISIONS THEREOF.
SECTION 3.04.
HEADINGS.
THE SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE
OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND ARE NOT TO AFFECT THE
CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS
AGREEMENT.
SECTION 3.05.
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 3.06.
COUNTERPARTS; AMENDMENT.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH
OF WHICH SHALL CONSTITUTE AN