AGREEMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH THE AGREEMENT SHALL MEAN
AND BE, A REFERENCE TO THE AGREEMENT AS AMENDED HEREBY.
(B)
THE BORROWER HEREBY AGREES THAT IN ADDITION TO ANY COSTS OTHERWISE
REQUIRED TO BE PAID PURSUANT TO THE OPERATIVE DOCUMENTS, THE BORROWER SHALL PAY
THE REASONABLE LEGAL FEES AND
OUT-OF POCKET EXPENSES OF EACH OF THE CUSTODIAN'S, THE TRUSTEE'S AND THE
ADMINISTRATIVE TRUSTEE'S COUNSEL, AND ALL AUDIT FEES AND DUE DILIGENCE COSTS
INCURRED BY THE ADMINISTRATIVE TRUSTEE IN CONNECTION WITH THE CONSUMMATION OF
THIS AMENDMENT.
SECTION 4.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
SECTION 5.
SEVERABILITY.
Each provision of this Amendment shall be severable from every other provision
of this Amendment for the purpose of determining the legal enforceability of any
provision hereof, and the unenforceability of one or more provisions of this
Amendment in one jurisdiction shall not have the effect of rendering such
provision or provisions unenforceable in any other jurisdiction.
SECTION 6.
COUNTERPARTS.
This Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and
the same instrument.
Delivery of an executed counterpart of a signature page by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
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[Signature pages omitted]