WHICH REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT, THAT:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
AGREEMENT AND IN EACH OTHER AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE HEREOF AFTER GIVING EFFECT TO THIS AMENDMENT, EXCEPT TO
THE EXTENT THAT ANY SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE;
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY LOAN PARTIES OF THIS
AMENDMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION REQUIRED ON
THEIR PART AND THIS AMENDMENT, AND THE LOAN AGREEMENT IS THE LEGAL, VALID AND
BINDING OBLIGATION OF LOAN PARTIES ENFORCEABLE AGAINST LOAN PARTIES IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ITS ENFORCEABILITY MAY BE AFFECTED BY THE
EFFECT OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING THE RIGHTS OR REMEDIES
OF CREDITORS GENERALLY;
(C)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT
BY LOAN PARTIES, THE PERFORMANCE BY LOAN PARTIES OF THE LOAN AGREEMENT NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY DOES OR SHALL CONTRAVENE,
RESULT IN A BREACH OF, OR VIOLATE (I) ANY PROVISION OF ANY LOAN PARTY'S
CERTIFICATE OR ARTICLES OF INCORPORATION OR FORMATION, BYLAWS OR OPERATING
AGREEMENT OR OTHER SIMILAR DOCUMENTS OR AGREEMENTS, (III) ANY LAW OR REGULATION,
OR ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENT INSTRUMENTALITY, OR (III) ANY
INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, AGREEMENT OR OTHER INSTRUMENT TO
WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR PROPERTY IS BOUND, EXCEPT IN
ANY SUCH CASE TO THE EXTENT SUCH CONFLICT OR BREACH HAS BEEN WAIVED HEREIN OR BY
A WRITTEN WAIVER DOCUMENT, A COPY OF WHICH HAS BEEN DELIVERED TO AGENT ON OR
BEFORE THE DATE HEREOF; AND
(D)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 7.
REFERENCE TO AND EFFECT UPON THE LOAN AGREEMENT.
(A)
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE LOAN AGREEMENT AND
EACH OF THE OTHER AGREEMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE
HEREBY RATIFIED AND CONFIRMED; AND
4
(B)
THE CONSENTS AND 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 ANY AMENDMENT, WAIVER OR MODIFICATION
OF ANY OTHER TERM OR CONDITION OF THE LOAN AGREEMENT OR ANY OTHER AGREEMENT,
(II) OPERATE AS A WAIVER OR OTHERWISE PREJUDICE ANY RIGHT, POWER OR REMEDY THAT
AGENT OR LENDERS MAY NOW HAVE OR MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION
WITH THE LOAN AGREEMENT OR ANY OTHER AGREEMENT OR (III) CONSTITUTE A WAIVER OF
ANY PROVISION OF THE LOAN AGREEMENT OR ANY OTHER AGREEMENT, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN.
UPON THE EFFECTIVENESS OF THIS AMENDMENT, EACH
REFERENCE IN THE LOAN AGREEMENT TO "THIS AGREEMENT", "HEREIN", "HEREOF"