THE BORROWER AND EACH OTHER LOAN PARTY CONTAINED IN THE CREDIT
AGREEMENT AND IN EACH OTHER LOAN DOCUMENT (OTHER THAN REPRESENTATIONS AND
WARRANTIES WHICH, IN ACCORDANCE WITH THEIR EXPRESS TERMS, ARE MADE ONLY AS OF AN
EARLIER SPECIFIED DATE) ARE, AND
11
WILL BE, TRUE AND CORRECT AS OF THE DATE OF ITS EXECUTION AND DELIVERY HEREOF OR
THEREOF IN ALL MATERIAL RESPECTS AS THOUGH MADE ON AND AS OF SUCH DATE.
(D)
THE BORROWER HEREBY AGREES TO PAY THE AMENDMENT FEE TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE CONSENTING LENDERS, UPON THE
BORROWER'S EXECUTION AND DELIVERY HEREOF.
9.
REAFFIRMATION, RATIFICATION AND ACKNOWLEDGMENT.
THE BORROWER AND
EACH OTHER LOAN PARTY HEREBY (A) RATIFIES AND REAFFIRMS ALL OF ITS PAYMENT AND
PERFORMANCE OBLIGATIONS, CONTINGENT OR OTHERWISE, AND EACH GRANT OF SECURITY
INTERESTS AND LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT, UNDER EACH LOAN
DOCUMENT TO WHICH IT IS A PARTY, (B) AGREES AND ACKNOWLEDGES THAT SUCH
RATIFICATION AND REAFFIRMATION IS NOT A CONDITION TO THE CONTINUED EFFECTIVENESS
OF SUCH LOAN DOCUMENTS AND (C) AGREES THAT NEITHER SUCH RATIFICATION AND
REAFFIRMATION, NOR THE ADMINISTRATIVE AGENT'S, OR ANY LENDER'S SOLICITATION OF
SUCH RATIFICATION AND REAFFIRMATION, CONSTITUTES A COURSE OF DEALING GIVING RISE
TO ANY OBLIGATION OR CONDITION REQUIRING A SIMILAR OR ANY OTHER RATIFICATION OR
REAFFIRMATION FROM THE BORROWER OR SUCH OTHER LOAN PARTIES WITH RESPECT TO ANY
SUBSEQUENT MODIFICATIONS TO THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS.
AS MODIFIED HEREBY, THE CREDIT AGREEMENT IS IN ALL RESPECTS RATIFIED AND
CONFIRMED, AND THE CREDIT AGREEMENT AS SO MODIFIED BY THIS AGREEMENT SHALL BE
READ, TAKEN AND SO CONSTRUED AS ONE AND THE SAME INSTRUMENT.
EACH OF THE LOAN
DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND
CONFIRMED.
NEITHER THE EXECUTION, DELIVERY NOR EFFECTIVENESS OF THIS AGREEMENT
SHALL OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE ADMINISTRATIVE
AGENT OR THE LENDERS, OR OF ANY DEFAULT OR EVENT OF DEFAULT (WHETHER OR NOT
KNOWN TO THE ADMINISTRATIVE AGENT OR THE LENDERS), UNDER ANY OF THE LOAN
DOCUMENTS.
THIS AGREEMENT AND EACH OF THE OTHER AMENDMENT DOCUMENTS SHALL
CONSTITUTE LOAN DOCUMENTS FOR PURPOSES OF THE CREDIT AGREEMENT.
10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
11.
ADMINISTRATIVE AGENT'S EXPENSES.
THE BORROWER HEREBY AGREES TO
PROMPTLY REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL OF THE REASONABLE
OUT-OF-POCKET EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND
PARALEGALS' FEES, IT HAS HERETOFORE OR HEREAFTER INCURRED OR INCURS IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND
THE OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS CONTEMPLATED HEREBY.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT AMONG THE PARTIES.
* * * *