EACH OF THE
SUBSIDIARY GUARANTORS (OR RECEIPT BY THE ADMINISTRATIVE AGENT FROM A PARTY
THERETO OF A FACSIMILE SIGNATURE PAGE SIGNED BY SUCH PARTY WHICH SHALL HAVE
AGREED TO PROMPTLY PROVIDE THE ADMINISTRATIVE AGENT WITH ORIGINALLY EXECUTED
COUNTERPARTS THEREOF).
3.5.
OPINION OF COUNSEL TO THE BORROWER.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED AN OPINION OF (I) HOGAN & HARTSON L.L.P., OUTSIDE COUNSEL TO THE
BORROWER, (II) STEVEN F. SIEGEL, ESQ., IN HOUSE COUNSEL TO THE BORROWER, AND
(III) COUNSEL TO EACH SUBSIDIARY GUARANTOR, AND THEIR RESPECTIVE GENERAL
PARTNERS, MANAGING PARTNERS OR MANAGING MEMBERS, AS APPLICABLE, EACH ADDRESSED
TO THE ADMINISTRATIVE AGENT AND THE LENDERS, AND EACH DATED THE FIRST AMENDMENT
EFFECTIVE DATE, AND EACH IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE
AGENT, COVERING SUCH MATTERS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
3.6.
FEES AND EXPENSES OF SPECIAL COUNSEL.
THE FEES AND EXPENSES OF
SPECIAL COUNSEL IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND CLOSING OF
THIS AMENDMENT SHALL HAVE BEEN PAID.
SECTION 4.
MISCELLANEOUS
A.
REFERENCE TO AND EFFECT ON THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
1.
ON AND AFTER THE FIRST AMENDMENT EFFECTIVE DATE, EACH REFERENCE
IN THE AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN" OR WORDS
OF LIKE IMPORT REFERRING TO THE AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO THE "AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT
REFERRING TO THE AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE AMENDED
AGREEMENT.
2.
EXCEPT AS SPECIFICALLY AMENDED BY THIS AMENDMENT, THE AGREEMENT
AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE
HEREBY RATIFIED AND CONFIRMED.
3.
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 THE ADMINISTRATIVE
AGENT OR ANY LENDER UNDER, THE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
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B.
COSTS AND EXPENSES.
THE BORROWER ACKNOWLEDGES THAT ALL COSTS,
FEES AND EXPENSES AS DESCRIBED IN SECTION 11.5 OF THE AGREEMENT INCURRED BY THE
ADMINISTRATIVE AGENT AND THE LEAD ARRANGERS, INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENTS OF SPECIAL COUNSEL, WITH RESPECT TO THIS
AMENDMENT AND THE DOCUMENTS AND TRANSACTIONS CONTEMPLATED HEREBY SHALL BE FOR
THE ACCOUNT OF THE BORROWER.
C.
HEADINGS.
SECTION HEADINGS HAVE BEEN INSERTED IN THIS AMENDMENT
FOR CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED TO BE A PART HEREOF.
D.
GOVERNING LAW.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
E.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS
(AND BY DIFFERENT PARTIES HERETO IN DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to