WERE UTILIZED BY
THE BORROWER ALL OBLIGATIONS ARISING WITH RESPECT THERETO WOULD CONSTITUTE,
"PERMITTED DEBT" UNDER AND AS DEFINED IN SECTION 4.09 OF THE NOTE INDENTURE.
(C)
THE BORROWER AND EACH OTHER LOAN PARTY
HEREBY REPRESENTS AND WARRANTS THAT, BOTH BEFORE AND AFTER GIVING EFFECT TO THE
PROVISIONS OF THIS AGREEMENT, (I) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING OR WILL HAVE OCCURRED AND BE CONTINUING AND (II) ALL OF THE
REPRESENTATIONS AND WARRANTIES OF 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 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.
4.
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
5
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.
5.
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).
6.
ADMINISTRATIVE AGENT'S EXPENSES.
THE
BORROWER HEREBY AGREES TO PROMPTLY REIMBURSE THE