THEIR TERMS.
4.2.
UPON THE EFFECTIVENESS OF THIS CONSENT AND AFTER GIVING EFFECT
HERETO, THE COVENANTS, REPRESENTATIONS AND WARRANTIES OF EACH SUCH PARTY,
RESPECTIVELY, SET FORTH IN ARTICLE V OF THE RECEIVABLES PURCHASE AGREEMENT, AS
AMENDED HEREBY, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE
HEREOF.
4.3.
BOTH BEFORE AND AFTER GIVING EFFECT TO THIS CONSENT, NO EVENT OR
CIRCUMSTANCE HAS OCCURRED AND IS CONTINUING WHICH CONSTITUTES AN AMORTIZATION
EVENT OR A POTENTIAL AMORTIZATION EVENT.
SECTION 5.
REFERENCE TO AND EFFECT ON THE RECEIVABLES PURCHASE
AGREEMENT.
5.1.
UPON THE EFFECTIVENESS OF THIS CONSENT, ON AND AFTER THE DATE
HEREOF, EACH REFERENCE IN THE RECEIVABLES PURCHASE AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF LIKE IMPORT SHALL MEAN
AND BE A REFERENCE TO THE RECEIVABLES PURCHASE AGREEMENT AND ITS AMENDMENTS, AS
AMENDED AS PROVIDED HEREIN.
5.2.
THE RECEIVABLES PURCHASE AGREEMENT, AS AMENDED HEREBY, AND ALL
OTHER AMENDMENTS, DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR
DELIVERED IN CONNECTION THEREWITH, SHALL REMAIN IN FULL FORCE AND EFFECT, AND
ARE HEREBY RATIFIED AND CONFIRMED.
5.3.
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS CONSENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE PURCHASERS, THE
FUNDING AGENTS OR THE AGENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE
RECEIVABLES PURCHASE AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER DOCUMENTS,
INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR DELIVERED IN CONNECTION THEREWITH.
SECTION 6.
GOVERNING LAW.
THIS CONSENT AND THE OBLIGATIONS
HEREUNDER, SHALL IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
SECTION 7.
HEADINGS.
SECTION HEADINGS IN THIS CONSENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS CONSENT FOR ANY OTHER PURPOSE.
SECTION 8.
COUNTERPARTS; FACSIMILE OR ELECTRONIC SIGNATURES.
THIS CONSENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT
PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE
ONE AND THE SAME CONSENT.
DELIVERY BY FACSIMILE OR ELECTRONIC MAIL (VIA .PDF
FILE) OF AN EXECUTED SIGNATURE PAGE OF THIS CONSENT SHALL BE EFFECTIVE AS
DELIVERY OF AN EXECUTED COUNTERPART HEREOF.
SECTION 9.
ENTIRE AGREEMENT.
THE PARTIES HERETO HEREBY AGREE
THAT THIS CONSENT CONSTITUTES THE ENTIRE AGREEMENT CONCERNING THE SUBJECT MATTER
HEREOF AND SUPERSEDES ANY AND ALL WRITTEN AND/OR ORAL PRIOR AGREEMENTS,
NEGOTIATIONS, CORRESPONDENCE, UNDERSTANDINGS AND COMMUNICATIONS.
SECTION 10.
FEES, COSTS AND EXPENSES.
RALCORP SHALL PAY ON DEMAND
ALL REASONABLE AND INVOICED FEES AND OUT-OF-POCKET EXPENSES OF SIDLEY AUSTIN
LLP, COUNSEL FOR THE AGENT AND THE FUNDING AGENTS, INCURRED IN CONNECTION WITH
THE PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS CONSENT.
2
In Witness Whereof, the parties hereto have executed and delivered this Consent
as of the date first written above.
RALCORP RECEIVABLES, LLC
(formerly, Ralcorp Receivables Corporation),
as Seller
By: /s/ S. Monette__________________________
Name:
S.