Common use of Effect; Ratification Clause in Contracts

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Agreement” shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the "Receivables Purchase Agreement Agreement" or to the “Receivables "Purchase Agreement” or to the “Purchase Agreement” " shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.. AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 7

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Credit Agreement or of any other instrument Loan Document, (ii) operate as a waiver of any Default or agreement referred to therein Unmatured Default under the Credit Agreement or (iiiii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution rights that the Agent or the Agent Lenders may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to thereinLoan Document. Each reference in the Purchase Credit Agreement to “"this Agreement,” “", "herein,” “", "hereof” ", "hereunder" and words of like import and each reference in the other Transaction Loan Documents to the Purchase Agreement or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements agree ments set forth in the Purchase Credit Agreement and each other instrument or agreement referred to thereinLoan Document, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments amendment set forth herein are is effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, Agreement as amended hereby, hereby or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Agreement” shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i1) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii2) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or that the Agent or any Lender may now have or may have in the future under or in connection with the Purchase Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. For the avoidance of doubt, each reference in the Credit Agreement, as amended hereby (including each reference contained in Section 2 of this Amendment) to "the date hereof" shall mean and be a reference to November 24, 1999. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i1) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii2) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or that the Agent or any Lender may now have or may have in the future under or in connection with the Purchase Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. For the avoidance of doubt, each reference in the Credit Agreement, as amended hereby to "the date hereof" shall mean and be a reference to November 24, 1999. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.except

Effect; Ratification. The amendments and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver consent or modification of any other term or condition of the Purchase Credit Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution the Agent or the Agent Lenders may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Agreement,” “", "herein,” “", "hereof” " and words of like import and each reference in the other Transaction Loan Documents to the Purchase Agreement "Agreement" or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amendedamended or waived, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. (a) Borrower acknowledges that all of the reasonable legal expenses incurred by Administrative Agent in connection herewith shall be reimbursable under Section 9.16 of the Loan Agreement. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Loan Agreement or of any other instrument or agreement referred to therein Financing Agreement or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or the Agent rights that Agents and Lender may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Loan Agreement or any other instrument or agreement referred to thereinFinancing Agreement. Each reference in the Purchase Loan Agreement to “this Agreement,” ”, “herein,” ”, “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or Financing Agreements to the “Receivables Purchase Agreement” or to the “Purchase Loan Agreement” shall mean the Purchase Loan Agreement as amended hereby. . (b) This Amendment shall be construed in connection with and as part of the Purchase Loan Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Loan Agreement and each other instrument or agreement referred to thereinFinancing Agreement, except as herein amended, amended or waived are hereby ratified and confirmed and shall remain in full force and effect. Without limiting the foregoing, Guarantor hereby specifically consents to the terms of this Amendment and agrees and acknowledges that its obligations under all Financing Agreements to which it is a party shall remain in full force and effect after giving effect to this Amendment and are hereby ratified and confirmed.

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or that the Agent or any Lender may now have or may have in the future under or in connection with the Purchase Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution or that the Agent or any Lender may now have or may have in the future under or in connection with the Purchase Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Credit Agreement” shall mean the Purchase Credit Agreement as amended hereby. For the avoidance of doubt, each reference in the Credit Agreement, as amended hereby to “the date hereof” shall mean and be a reference to January 31, 2002. This Amendment No.2 shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver consent or modification of any other term or condition of the Purchase Credit Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution the Agent or the Agent Lenders may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Agreement,” “", "herein,” “", "hereof” " and words of like import and each reference in the other Transaction Loan Documents to the Purchase Agreement "Agreement" or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the "Receivables Purchase Agreement Agreement" or to the “Receivables "Purchase Agreement” or to the “Purchase Agreement” " shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments amendments, consents and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver consent or modification of any other term or condition of the Purchase Credit Agreement or of any other instrument instru ment or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution the Agent or the Agent Banks may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Amended Credit Agreement,” “", "herein,” “", "hereof” " and words of like import and each reference in the other Transaction Loan Documents to the Purchase Agreement "Agreement" or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Agreement Credit Agree ment as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amendedamended or waived, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments set --------------------- forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “"this Agreement,” “" "herein,” “" "hereof” " and words of like import and each reference in the other Transaction Documents to the "Receivables Purchase Agreement Agreement" or to the “Receivables "Purchase Agreement” or to the “Purchase Agreement” " shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments amendments, consents and waivers set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver consent or modification of any other term or condition of the Purchase Credit Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution the Agent or the Agent Banks may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to therein. Each reference in the Purchase Credit Agreement to “"this Amended Credit Agreement,” “", "herein,” “", "hereof” " and words of like import and each reference in the other Transaction Loan Documents to the Purchase Agreement "Agreement" or to the “Receivables Purchase "Credit Agreement” or to the “Purchase Agreement” " shall mean the Purchase Credit Agreement as amended hereby. This Amendment Consent shall be construed in connection with and as part of the Purchase Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Credit Agreement and each other instrument or agreement referred to therein, except as herein amendedamended or waived, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Receivables Purchase Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaserthe Companies, any New Company, any New the Financial Institution Institutions or the Agent may now have or may have in the future under or in connection with the Receivables Purchase Agreement, as amended hereby, Agreement or any other instrument or agreement referred to therein. AMENDMENT NO. 19 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING Each reference in the Receivables Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Agreement” or to the Receivables Purchase Agreement shall mean the Receivables Purchase Agreement Agreement, as amended hereby. This Amendment shall be construed in connection with and as part of the Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Receivables Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. The Except as set forth in Section 2 hereof, the amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or acknowledgment of, to any amendment, waiver or modification of any other term or condition of the Purchase Existing Agreement or of any other instrument or agreement referred to therein therein; or (ii) prejudice any right or remedy which any Purchaser, any New Company, any New Financial Institution the LC Bank or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as amended hereby, Existing Agreement or any other instrument or agreement referred to therein. Each From and after the Amendment Effective Date, each reference in the Purchase Existing Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Agreement” shall mean the Purchase Agreement Existing Agreement, as amended hereby. This Amendment shall be construed in connection with and as part of the Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Existing Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.