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 (i) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii) to prejudice any right or remedy which Buyer (that the Agent or any of its assigns) Lender may now have or may have in the future under or in connection with the Sale Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Credit Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale “Credit Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" ” shall mean the Sale Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Asset Purchase Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) party hereto may now have or may have in the future under or in connection with the Sale Asset Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Asset Purchase Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" Related Agreements shall mean the Sale Asset Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Asset Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale Asset 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Existing Agreement or of any other instrument or agreement referred to therein therein; or (ii) to prejudice any right or remedy which Buyer (the Financial Institutions, PREFCO or any of its assigns) the Agent may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Existing Agreement or any other instrument or agreement referred to therein. Each reference in the Sale Existing Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale "Receivables Purchase Agreement, to ," the "Receivables Sale Purchase Agreement" or to the "Sale Agreement" Existing Agreement shall mean the Sale Existing Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Existing Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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.

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 (i) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Original Agreement, to the "“Receivables Sale Agreement" ” or to the "“Sale Agreement" ” shall mean the Sale Original Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 (i) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" hereof and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 (i) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "“Receivables Sale Agreement" ” or to the "“Sale Agreement" ” shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein therein; or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 This Amendment is effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed (i) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Existing Agreement, to the "“Receivables Sale Agreement" ” or to the "“Sale Agreement" ” shall mean the Sale Existing Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Purchase Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (any Purchaser or any of its assigns) the Agent may now have or may have in the future under or in connection with the Sale Agreement, Purchase Agreement as amended hereby, hereby or any other instrument or agreement referred to therein. Each reference in the Sale Purchase Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" Purchase Agreement or to the "Sale “Receivables Purchase Agreement" ” or to the “Purchase Agreement” shall mean the Sale Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement any Transaction Document or of any other instrument or agreement referred to therein therein, except as set forth herein, or (ii) to prejudice any right or remedy which Buyer (that the Agent or any of its assigns) Lender may now have or may have in the future under or in connection with the Sale Credit Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Credit Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Credit Agreement" shall mean the Sale Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 (i) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 RECEIVABLES SALE AGREEMENT 9

Effect; Ratification. Each of Borrower and Guarantor acknowledges that -------------------- all of the reasonable legal expenses incurred by Agent and Lenders in connection herewith shall be reimbursable under Section 9.20 of the Loan ------------- Agreement. The amendments and waiver 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Loan Agreement or of any other instrument or agreement referred to therein Financing Agreement except as provided herein or (ii) to prejudice any right or remedy which Buyer (rights that Agent or any of its assigns) Lender may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Loan Agreement or any other instrument or agreement referred to thereinFinancing Agreement. Each reference in the Sale Loan Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, Financing Agreements to the "Receivables Sale Agreement" or to the "Sale Loan Agreement" shall mean the Sale Loan Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Loan Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale Loan Agreement and each other instrument or agreement referred to thereinFinancing Agreement, except as waived herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

Effect; Ratification. Each of Borrower and Guarantor acknowledges that -------------------- all of the reasonable legal expenses incurred by Agent and Lenders in connection herewith shall be reimbursable under Section 9.20 of the Loan ------------- Agreement. The amendments 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Loan Agreement or of any other instrument or agreement referred to therein Financing Agreement except as provided herein or (ii) to prejudice any right or remedy which Buyer (rights that Agent or any of its assigns) Lender may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Loan Agreement or any other instrument or agreement referred to thereinFinancing Agreement. Each reference in the Sale Loan Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, Financing Agreements to the "Receivables Sale Agreement" or to the "Sale Loan Agreement" shall mean the Sale Loan Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Loan Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale Loan Agreement and each other instrument or agreement referred to thereinFinancing Agreement, except as waived 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 (i) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "“this Agreement," "” “herein," "hereof" ” “hereof and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "“Receivables Sale Agreement" ” or to the "“Sale Agreement" ” shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 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 (i) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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. Subject to the Fee Letter, Borrower acknowledges that all of the reasonable fees, costs and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP incurred by Agent in connection with this Agreement shall be reimbursable under Section 9.21 of the Loan Agreement. The amendments and waiver 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Loan Agreement or of any other instrument or agreement referred to therein Financing Agreement or (ii) to prejudice any right or remedy which Buyer (rights that Agent or any of its assigns) Lender may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Loan Agreement or any other instrument or agreement referred to thereinFinancing Agreement. This Agreement is a Financing Agreement. Each reference in the Sale Loan Agreement to "“this Agreement," "”, “herein," "”, “hereof" ’ and words of like import and each reference in the other Transaction Documents Financing Agreements to the Sale “Loan Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" ” shall mean the Sale Loan Agreement as amended hereby. This Amendment Agreement shall be construed in connection with and as part of the Sale Loan Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale Loan Agreement and each other instrument or agreement referred to thereinFinancing Agreement, except as herein amended, 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) to be a consent to any amendment, waiver consent or modification of any other term or condition of the Sale Credit Agreement or of any other instrument instru ment or agreement referred to therein therein; or (ii) to prejudice any right or remedy which Buyer (the Agent or any of its assigns) the Banks may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Credit Agreement or any other instrument or agreement referred to therein. Each reference in the Sale 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 Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Credit Agreement" shall mean the Sale Agreement Credit Agree ment as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Credit Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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 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 (i) to be a consent to to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "“Receivables Sale Agreement" ” or to the "“Sale Agreement" ” shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Agreement or of any other instrument or agreement referred to therein therein; or (ii) to prejudice any right or remedy which Buyer (or any of its assigns) the Investors, FALCON and the Agent may now have or may have in the future under or in connection with the Sale Agreement, as amended hereby, Agreement or any other instrument or agreement referred to therein. Each reference in the Sale Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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) to be a consent to any amendment, waiver or modification of any other term or condition of the Sale Purchase Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which Buyer (any Purchaser or any of its assigns) the Agent may now have or may have in the future under or in connection with the Sale Agreement, Purchase Agreement as amended hereby, hereby or any other instrument or agreement referred to therein. Each reference in the Sale Purchase Agreement to "“this Agreement," "” “herein," "” “hereof" ” and words of like import and each reference in the other Transaction Documents to the Sale Agreement, to the "Receivables Sale Agreement" Purchase Agreement or to the "Sale “Receivables Purchase Agreement" ” or to the “Purchase Agreement” shall mean the Sale Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Sale Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Sale 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.