SHALL HAVE ALL OF THE RIGHTS AND OBLIGATIONS
UNDER THE LOAN DOCUMENTS, AND SHALL BE DEEMED TO HAVE MADE ALL OF THE COVENANTS
AND AGREEMENTS CONTAINED IN THE LOAN DOCUMENTS, ARISING OUT OF OR OTHERWISE
RELATED TO ITS LOANS AND COMMITMENTS.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SUCH INCREASING LENDER ACKNOWLEDGES AND AGREES THAT, UPON THE
EFFECTIVENESS OF THIS AGREEMENT, IT SHALL BE DEEMED A LENDER UNDER, AND BOUND
BY, THE CANADIAN FACILITY INTERCREDITOR AGREEMENT;
(B)
REPRESENTS AND WARRANTS THAT IT SATISFIES ANY ELIGIBILITY
REQUIREMENTS TO BE A LENDER UNDER THE LOAN AGREEMENT; THAT IT IS NOT A FOREIGN
PERSON (I.E., A PERSON OTHER THAN A UNITED STATES PERSON FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES) OR, IF IT IS A FOREIGN PERSON, THAT IT HAS
DELIVERED TO AGENT THE DOCUMENTATION REQUIRED BY SECTION 2.10 OF THE LOAN
AGREEMENT; THAT IT HAS EXPERIENCE AND EXPERTISE IN THE MAKING OR THE PURCHASING
OF LOANS SUCH AS THE LOANS; AND THAT IT HAS RECEIVED, REVIEWED AND APPROVED A
COPY OF THE LOAN AGREEMENT (INCLUDING ALL EXHIBITS AND SCHEDULES THERETO) AND
COPIES OF ALL OTHER LOAN DOCUMENTS WHICH IT HAS REQUESTED; AND
(C)
REPRESENTS AND WARRANTS THAT IT HAS RECEIVED SUCH FINANCIAL
INFORMATION REGARDING BORROWER AND THE OTHER LOAN PARTIES AS IT HAS REQUESTED,
THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION
AND AFFAIRS OF BORROWER AND THE OTHER LOAN PARTIES IN CONNECTION WITH THIS
AGREEMENT, AND THAT IT HAS MADE AND SHALL CONTINUE TO MAKE ITS OWN APPRAISAL OF
THE CREDITWORTHINESS OF BORROWER AND THE OTHER LOAN PARTIES.
6.
MORTGAGE MODIFICATIONS.
UPON THE REQUEST OF AGENT, BORROWER
SHALL DELIVER TO AGENT MODIFICATIONS TO THE MORTGAGES TO REFLECT THE INCREASE IN
THE TERM LOANS PROVIDED FOR HEREIN AND THE INCREASE IN THE REVOLVING LOAN
COMMITMENT PROVIDED FOR UNDER THAT CERTAIN INCREASED COMMITMENT AGREEMENT TO BE
ENTERED INTO ON OR ABOUT THE SECOND AMENDMENT DATE.
7.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR OR
INVALIDATE THE REMAINDER OF THIS AGREEMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION SO HELD TO BE INVALID OR UNENFORCEABLE.
8.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH TAKEN
TOGETHER SHALL BE ONE AND THE SAME INSTRUMENT.
9.
RATIFICATION.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TERMS
AND PROVISIONS SET FORTH IN THIS AGREEMENT SHALL NOT BE DEEMED TO BE A
MODIFICATION OR WAIVER OF ANY TERM OR CONDITION OF THE LOAN AGREEMENT.
THE
TERMS AND PROVISIONS OF THE LOAN AGREEMENT, AS AMENDED HEREBY, AND THE OTHER
LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND SHALL CONTINUE TO GUARANTEE OR SECURE, AS THE CASE MAY BE, TO THE
FULLEST EXTENT POSSIBLE, THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS UNDER OR
IN RESPECT OF THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND ALL
COLLATERAL