AND CORRECT IN ALL MATERIAL
RESPECTS ON THE DATE HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
SUCH DATE).
3.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY SUCH CREDIT PARTY OF THIS AMENDMENT AND
ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS CONTEMPLATED HEREIN ARE WITHIN SUCH
CREDIT PARTY'S CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY
AUTHORIZED BY NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING
WITH, ANY COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A
DEFAULT UNDER ANY PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING
UPON SUCH CREDIT PARTY OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON
ANY OF THE ASSETS OF SUCH CREDIT PARTY EXCEPT FOR LIENS PERMITTED UNDER
SECTION 7.02 OF THE CREDIT AGREEMENT.
3.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES
THE VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS (I) THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY,
AND (II) THE AVAILABILITY OF EQUITABLE REMEDIES MAY BE LIMITED BY EQUITABLE
PRINCIPLES OF GENERAL APPLICATION.
SECTION 4.
MISCELLANEOUS.
4.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS SHALL, EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND
EFFECT.
EACH CREDIT PARTY HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS
HEREIN CONTAINED SHALL IN NO MANNER AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF ANY CREDIT PARTY UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
4.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND
PROVISIONS OF THIS AMENDMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
4.3
LEGAL EXPENSES.
EACH CREDIT PARTY HEREBY
AGREES TO PAY ALL REASONABLE FEES AND EXPENSES OF SPECIAL COUNSEL TO THE
ADMINISTRATIVE AGENT INCURRED BY THE ADMINISTRATIVE AGENT IN
3
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND
ALL RELATED DOCUMENTS.
4.4
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT; SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE SEPARATE
COUNTERPARTS AND ATTACHED TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE
PAGES ARE PHYSICALLY ATTACHED TO THE SAME DOCUMENT.
HOWEVER, THIS AMENDMENT
SHALL BIND NO PARTY UNTIL EACH CREDIT PARTY, THE MAJORITY LENDERS, AND THE
ADMINISTRATIVE AGENT HAVE EXECUTED A COUNTERPART.
DELIVERY OF PHOTOCOPIES OF
THE SIGNATURE PAGES TO THIS AMENDMENT BY FACSIMILE OR ELECTRONIC MAIL SHALL BE
EFFECTIVE AS DELIVERY OF MANUALLY EXECUTED COUNTERPARTS OF THIS AMENDMENT.
4.5
COMPLETE AGREEMENT.
THIS AMENDMENT, THE
CREDIT