OF (I) THE MAXIMUM LOAN AMOUNT
AND THE LOANS OF SUCH CURRENT LENDER AND (II) ALL RELATED RIGHTS, BENEFITS,
OBLIGATIONS, LIABILITIES AND INDEMNITIES OF SUCH CURRENT LENDER UNDER AND IN
CONNECTION WITH THE CREDIT AGREEMENT, EACH GUARANTY, THE MORTGAGES, EACH OTHER
SECURITY DOCUMENT AND THE OTHER LOAN DOCUMENTS AND ALL COLLATERAL AND OTHER
SECURITY FOR THE OBLIGATIONS.
(B)
UPON THE EFFECTIVENESS OF THIS AMENDMENT AND BY ITS EXECUTION AND
DELIVERY HEREOF, EACH OF THE NEW LENDERS SHALL BE A PARTY TO THE CREDIT
AGREEMENT, SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF A "LENDER" UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AS IF EACH WERE A SIGNATORY
THERETO, AND SHALL AGREE, AND DOES HEREBY AGREE, TO BE BOUND BY THE TERMS AND
CONDITIONS SET FORTH IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH THE LENDERS ARE A PARTY, IN EACH CASE, AS IF EACH WERE A SIGNATORY
THERETO.
(C)
EACH OF THE NEW LENDERS HEREBY REPRESENTS AND WARRANTS AS
FOLLOWS:
(I) SUCH NEW LENDER HAS FULLY REVIEWED THE TERMS OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, COPIES OF WHICH, TOGETHER WITH COPIES OF
THE DOCUMENTS WHICH WERE REQUIRED TO BE DELIVERED AS A CONDITION TO THE MAKING
OF THE INITIAL LOANS THEREUNDER, HAVE BEEN DELIVERED TO SUCH NEW LENDER BY THE
ADMINISTRATIVE AGENT, AND SUCH NEW LENDER HAS INDEPENDENTLY AND WITHOUT RELIANCE
UPON ANY OTHER LENDER OR THE ADMINISTRATIVE AGENT, AND BASED ON SUCH INFORMATION
AS SUCH NEW LENDER HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THIS AMENDMENT AND (II) IF SUCH NEW LENDER IS NOT
INCORPORATED, FORMED OR ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
OR A STATE THEREOF, SUCH NEW LENDER HAS CONTEMPORANEOUSLY HEREWITH DELIVERED TO
THE ADMINISTRATIVE AGENT AND THE COMPANY SUCH DOCUMENTS AS ARE REQUIRED BY THE
CREDIT AGREEMENT.
EACH OF THE NEW LENDERS HEREBY (X) APPOINTS AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AND DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO
THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AND
DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND (Y) AGREES THAT IT WILL
PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS
OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT ARE REQUIRED TO BE PERFORMED
BY IT AS A LENDER.
(D)
EACH OF THE NEW LENDERS AND EACH OF THE CURRENT LENDERS HEREBY
ADVISE EACH OTHER PARTY HERETO THAT ITS RESPECTIVE ADDRESS FOR NOTICES AND ITS
RESPECTIVE LENDING OFFICE(S) SHALL BE AS SET FORTH BELOW ITS NAME ON ITS
RESPECTIVE SIGNATURE PAGE HERETO.
(E)
UPON THE EFFECTIVENESS OF THIS AMENDMENT AND BY ITS EXECUTION AND
DELIVERY HEREOF, EACH OF CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND LEHMAN
COMMERCIAL PAPER INC. SHALL RESIGN AS CO-DOCUMENTATION AGENT UNDER THE CREDIT
AGREEMENT AND FORTIS CAPITAL CORP. SHALL BECOME DOCUMENTATION AGENT UNDER THE
CREDIT AGREEMENT.
(F)
RENEWAL NOTES.
IN FURTHERANCE OF THE