EXCEPT AS SPECIFICALLY AMENDED BY THIS AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND
ARE HEREBY RATIFIED AND CONFIRMED.
(III)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OF ANY PROVISION
OF, OR OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF AGENT OR ANY LENDER
UNDER THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(B)
EXPENSES.
BORROWER ACKNOWLEDGES AND AGREES THAT ALL COSTS, FEES
AND EXPENSES AS DESCRIBED IN § 15 OF THE CREDIT AGREEMENT INCURRED BY AGENT AND
ITS COUNSEL WITH RESPECT TO THIS AMENDMENT AND THE DOCUMENTS AND TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE FOR THE ACCOUNT OF BORROWER.
(C)
HEADINGS.
SECTION AND SUBSECTION HEADINGS IN THIS AMENDMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS AMENDMENT FOR ANY OTHER PURPOSE OR BE GIVEN ANY SUBSTANTIVE EFFECT.
7
(D)
NEW LENDER.
ANY LENDER NOT AN EXISTING LENDER (A "NEW LENDER")
(I) REPRESENTS AND WARRANTS THAT IT IS LEGALLY AUTHORIZED TO ENTER INTO THIS
AMENDMENT; (II) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE CREDIT AGREEMENT,
TOGETHER WITH COPIES OF THE FINANCIAL STATEMENTS REFERENCED THEREIN AND SUCH
OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AMENDMENT; (III) ACKNOWLEDGES
AND AGREES THAT IT HAS MADE AND WILL MAKE SUCH INQUIRIES AND HAS TAKEN AND WILL
TAKE SUCH CARE ON ITS OWN BEHALF AS WOULD HAVE BEEN THE CASE HAD IT MADE A LOAN
DIRECTLY TO BORROWER WITHOUT THE INTERVENTION OF ANY EXISTING LENDER, AGENT OR
ANY OTHER PERSON; (IV) ACKNOWLEDGES AND AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT, BY THE TERMS OF ANY
LOAN DOCUMENT, ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER; (V) AGREES THAT
IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY EXISTING LENDER, AGENT OR
ANY OTHER PERSON WHICH IS OR HAS BECOME A LENDER AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE CREDIT AGREEMENT; (VI)
APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS UNDER THE CREDIT AGREEMENT AS ARE DELEGATED TO AGENT BY THE
TERMS THEREOF, TOGETHER WITH SUCH POWERS UNDER THE CREDIT AGREEMENT AS ARE
INCIDENTAL THERETO; (VII) AGREES THAT IT WILL BE BOUND BY THE PROVISIONS OF THE
AMENDED AGREEMENT AND WILL PERFORM IN ACCORDANCE WITH ITS TERMS ALL THE
OBLIGATIONS WHICH BY THE TERMS OF THE AMENDED AGREEMENT ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER INCLUDING, IF IT IS ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES, ITS OBLIGATION PURSUANT TO THE AMENDED
AGREEMENT TO DELIVER THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE
UNITED STATES CERTIFYING