and oral) required or set forth m Section 3.1 (c) of the Original Agreement regarding the extension of the Expiry Date. (f) Fees. The City shall have paid in full, in immediately available funds, on or before the First Amendment Effective Date, or alternative arrangements satisfactory therefor shall have been made with the Bank on or before the First Amendment Effective Date, for the payment of all amounts owing to the Bank pursuant to the Fee Letter. IV.
HEADINGS
Section headings in this First Amendment are included herein for convenience of reference only and shall not have any effect for purposes of interpretation or construction of the terms of this First Amendment.
V.
COUNTERPARTS
This First Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument.
VI.
SEVERABILITY
In case any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.
VII.
MISCELLANEOUS
(a) The parties hereto acknowledge and confirm that, from and after the First Amendment Effective Date, any reference in the Agreement, the Fee Letter, the Bank Note or the Note Agreements to the "Agreement" shall mean and refer to, collectively, the Agreement, as amended hereby, and the Fee Letter. (b) From and after the First Amendment Effective Date, the Agreement shall remain in full force and effect and unaffected hereby except as set forth herein. (c) This First Amendment shall be subject to Sections 8.13, 8.15 and 8.16 of the Agreement, as if the text of said Sections was set forth herein in full. [Remainder ofpage intentionally left blank; signature page follows.]
14462554.4
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