THAT SUCH CONSENT IS CONDITIONAL UPON SUCH AMENDMENTS BEING EFFECTED
PRIOR TO THE MATURITY DATE AND IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER
PARTIES.
(C)
PROVIDED BOA (AUSTRALIA) EXECUTES AND DELIVERS AN AGREEMENT AS
CONTEMPLATED IN THE SUBPARAGRAPH ABOVE, THE LENDER PARTIES ACKNOWLEDGE THAT BOA
(AUSTRALIA) WILL CONTINUE TO BE A BENEFICIARY, THE BOA HEDGE LOAN WILL CONTINUE
TO BE A FINANCE DOCUMENT AND A RELEVANT DOCUMENT UNDER THE HEADSTOCK SECURITY
TRUST DEED AND THIS SUBPARAGRAPH SHALL BE DEEMED TO BE SATISFACTORY EVIDENCE TO
THE SECURITY TRUSTEE (EACH TERM IN THIS SUBPARAGRAPH NOT OTHERWISE DEFINED
HEREIN, AS DEFINED IN THE HEADSTOCK SECURITY TRUST DEED) AS REQUIRED UNDER
CLAUSE 5.5(B) OF THE HEADSTOCK SECURITY TRUST DEED.
4
10.
REAFFIRMATION OF BORROWER AND GUARANTOR REPRESENTATIONS AND
WARRANTIES UNDER EXTENSION AGREEMENT.
THE BORROWER AND THE GUARANTORS AGREE AND
ACKNOWLEDGE THAT ALL OF THE REPRESENTATIONS AND WARRANTIES OF THE APPLICABLE
SUPER ENTITIES AND THE CENTRO ENTITIES CONTAINED IN THE EXTENSION AGREEMENT ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE EFFECTIVE DATE HEREOF
IMMEDIATELY AFTER GIVING EFFECT TO THIS LETTER AGREEMENT, AND ALL SUCH
REPRESENTATIONS AND WARRANTIES ARE HEREBY INCORPORATED BY REFERENCE AND
REAFFIRMED AS IF SET FORTH FULLY AND IN THEIR ENTIRETY, WITH THE SAME EFFECT AS
THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE
EFFECTIVE DATE HEREOF (IT BEING UNDERSTOOD THAT ANY REPRESENTATION OR WARRANTY
MADE AS OF A SPECIFIC DATE SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH SPECIFIC DATE).
NOTHING IN THE FOREGOING SHALL BE DEEMED TO BE A
REAFFIRMATION BY APT OF ANY REPRESENTATIONS AND WARRANTIES MADE BY OR WITH
RESPECT TO ANY PERSON UNDER THE EXTENSION AGREEMENT OTHER THAN SUCH
REPRESENTATIONS AND WARRANTIES AS WERE MADE BY OR WITH RESPECT TO APT.
11.
REAFFIRMATION BY GUARANTORS UNDER RESPECTIVE GUARANTY AGREEMENTS.
EACH GUARANTOR HEREBY UNCONDITIONALLY REAFFIRMS ITS RESPECTIVE CONTINUING
GUARANTY OBLIGATIONS TO THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER THE
APPLICABLE GUARANTY (WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL INCLUDE, WITHOUT
LIMITATION, (A) IN THE CASE OF THE GUARANTORS OTHER THAN THE INITIAL GUARANTORS
AND APT, THAT CERTAIN GUARANTY AGREEMENT (PAYMENT), DATED AS OF MARCH 28, 2008,
AND (B) IN THE CASE OF APT, THAT CERTAIN GUARANTY AGREEMENT (PAYMENT), DATED AS
OF MAY 7, 2008, IN FAVOR OF THE ADMINISTRATIVE AGENT, AS AGENT FOR THE LENDERS)
AND AGREES THAT THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT SHALL NOT
IN ANY WAY AFFECT THE VALIDITY AND ENFORCEABILITY OF SUCH GUARANTY OBLIGATIONS
OR THE LOAN DOCUMENTS OR THE APPLICABLE GUARANTY OR REDUCE, IMPAIR OR DISCHARGE
THEIR OBLIGATIONS THEREUNDER.
12.
MISCELLANEOUS.
THIS LETTER AGREEMENT SHALL CONSTITUTE PART OF THE
LOAN AGREEMENT FOR PURPOSES OF INDEMNIFICATION AND THE INDEMNIFICATION
PROVISIONS PROVIDED THEREIN SHALL EXTEND TO THIS LETTER AGREEMENT.
THE
PROVISIONS OF THIS PARAGRAPH SHALL NOT LIMIT THE INDEMNIFICATION RIGHTS OF ANY
PARTY UNDER THE LOAN AGREEMENT.
13.
PAYMENT OF COSTS.
THE RESPECTIVE COUNSEL AND ADVISORS TO EACH
LENDER PARTY SHALL CONTINUE TO RECEIVE PAYMENT IN FULL OF ALL INVOICED COSTS,
FEES