TO
PREPAY TERM B ADVANCES SHALL BE INCLUDED IN THE CALCULATION OF PAYMENTS OF
PRINCIPAL MADE ON THE TERM B ADVANCES FROM AND INCLUDING THE DATE OF THE SECOND
AMENDMENT UNTIL (AND INCLUDING) THE APPLICABLE INCREASE DATE AS DESCRIBED IN
SECTION 2.17(A)(II) OF THE AS-AMENDED CREDIT AGREEMENT).
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS SECOND AMENDMENT, EACH OF THE LOAN PARTIES REPRESENTS AND
WARRANTS TO EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT THAT, AS OF THE
SECOND AMENDMENT EFFECTIVE DATE:
1.
THIS SECOND AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE LOAN PARTIES AND THIS SECOND AMENDMENT CONSTITUTES EACH OF THE LOAN PARTIES'
LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
2.
THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES SET FORTH IN EACH
LOAN DOCUMENT ARE, AFTER GIVING EFFECT TO THIS SECOND AMENDMENT, TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE SECOND AMENDMENT EFFECTIVE
DATE, OR, WITH RESPECT TO REPRESENTATIONS AND WARRANTIES THAT ARE SPECIFICALLY
MADE AS OF AN EARLIER DATE, AS OF SUCH DATE.
3.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WILL BE
CAUSED BY THE SECOND AMENDMENT.
SECTION 5.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
SECOND AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE
A WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS, THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT UNDER THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, AND SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY
OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE
CREDIT AGREEMENT OR ANY OTHER PROVISION OF THE CREDIT AGREEMENT OR OF ANY OTHER
LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL
CONTINUE IN FULL FORCE AND EFFECT (IN EACH CASE AS AMENDED HEREBY).
NOTHING
HEREIN SHALL BE DEEMED TO ENTITLE THE BORROWER TO A FURTHER CONSENT TO, OR A
FURTHER WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
UPON AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE, EACH REFERENCE IN THE CREDIT
AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF LIKE IMPORT
REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE
IMPORT REFERRING TO THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE
CREDIT AGREEMENT AS AMENDED HEREBY.
THIS SECOND AMENDMENT IS A "LOAN DOCUMENT."
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COLLATERAL DOCUMENTS AND
ALL OF THE COLLATERAL DESCRIBED