ADDITIONAL LENDERS ARISING
IN CONNECTION HEREWITH), (B) ALL REASONABLE COSTS AND EXPENSES OF COUNSEL TO THE
ADMINISTRATIVE AGENT TO THE EXTENT INVOICED PRIOR TO THE EFFECTIVE DATE, AND
(C) SUCH OTHER AMOUNTS AS MAY BE REQUIRED PURSUANT TO SECTION 2.17(E) OF THE
CREDIT AGREEMENT.
(VI)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED,
IN FORM AND SUBSTANCE SATISFACTORY TO IT, SUCH ADDITIONAL APPROVALS, CONSENTS,
OPINIONS, DOCUMENTS AND OTHER INFORMATION AS THE ADMINISTRATIVE AGENT SHALL
REQUEST.
(B)
FOR PURPOSES OF DETERMINING COMPLIANCE WITH
THE CONDITIONS SPECIFIED IN THIS SECTION 5, EACH LENDER THAT HAS EXECUTED THIS
AMENDMENT AND DELIVERED IT TO THE ADMINISTRATIVE AGENT 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 LENDER FOR CONSENT, APPROVAL, ACCEPTANCE OR
SATISFACTION, OR REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR
ACCEPTABLE OR SATISFACTORY TO SUCH LENDER.
(C)
FROM AND AFTER THE EFFECTIVE DATE, THE
CREDIT AGREEMENT IS AMENDED AS SET FORTH HEREIN.
EXCEPT AS EXPRESSLY AMENDED
PURSUANT HERETO, THE CREDIT AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE
AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.
(D)
THE ADMINISTRATIVE AGENT WILL NOTIFY THE
BORROWER AND THE LENDERS OF THE OCCURRENCE OF THE EFFECTIVE DATE.
6.
RESERVATION OF RIGHTS.
THE BORROWER
ACKNOWLEDGES AND AGREES THAT NEITHER THE EXECUTION NOR THE DELIVERY BY THE
ADMINISTRATIVE AGENT AND THE LENDERS OF THIS AMENDMENT, SHALL BE DEEMED TO
CREATE A COURSE OF DEALING OR OTHERWISE OBLIGATE THE ADMINISTRATIVE AGENT OR
3
THE LENDERS TO EXECUTE SIMILAR AMENDMENTS UNDER THE SAME OR SIMILAR
CIRCUMSTANCES IN THE FUTURE.
7.
MISCELLANEOUS.
(A)
THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION
WITH THIS AMENDMENT.
(B)
THIS AMENDMENT IS SUBJECT TO THE PROVISIONS
OF SECTIONS 10.14, 10.15 AND 10.16 OF THE CREDIT AGREEMENT RELATING TO GOVERNING
LAW, VENUE, WAIVER OF RIGHT TO TRIAL BY JURY AND JUDICIAL REFERENCE, THE
PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.
(C)
THIS AMENDMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
TRANSMISSION OF SIGNATURES OF ANY PARTY BY FACSIMILE SHALL FOR ALL PURPOSES BE
DEEMED THE DELIVERY OF ORIGINAL, EXECUTED COUNTERPARTS THEREOF AND THE
ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO MAKE SUFFICIENT PHOTOCOPIES THEREOF
TO ASSEMBLE COMPLETE COUNTERPARTY DOCUMENTS.
(D)
THIS AMENDMENT, TOGETHER WITH THE OTHER
AMENDMENT DOCUMENTS AND THE CREDIT AGREEMENT, CONTAIN THE ENTIRE AND EXCLUSIVE
AGREEMENT OF THE PARTIES HERETO WITH REFERENCE TO THE MATTERS DISCUSSED HEREIN
AND THEREIN.
THIS AMENDMENT SUPERSEDES ALL PRIOR DRAFTS AND COMMUNICATIONS WITH
RESPECT THERETO.
THIS AMENDMENT MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 10.01 OF THE CREDIT AGREEMENT.
(E)
IF ANY TERM OR PROVISION OF THIS