HAVE DELIVERED A COPY OF THE OPINION DELIVERED
PURSUANT TO SECTION 3.1(A)(V)(A) OF THE SECOND LIEN CREDIT AGREEMENT, WHICH
OPINION SHALL EITHER BE ADDRESSED TO THE FIRST
2
LIEN AGENT AND THE FIRST LIEN LENDERS (AND THEIR PERMITTED SUCCESSORS AND
ASSIGNS) OR ACCOMPANIED BY A RELIANCE LETTER EXECUTED BY THE LAW FIRM RENDERING
SUCH OPINION AND ADDRESSED TO THE FIRST LIEN AGENT AND THE FIRST LIEN LENDERS,
PERMITTING THEM (AND THEIR PERMITTED SUCCESSORS AND ASSIGNS) TO RELY ON SUCH
OPINION TO THE SAME EXTENT AS IF IT WERE ADDRESSED TO THEM; AND
(F)
SUCH OTHER CERTIFICATES, DOCUMENTS, AGREEMENTS AND INFORMATION
RESPECTING ANY LOAN PARTY AS THE REQUISITE LENDERS MAY REQUIRE.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
TO INDUCE THE LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AMENDMENT,
THE BORROWER AND HOLDINGS, JOINTLY AND SEVERALLY, REPRESENT AND WARRANT TO THE
ADMINISTRATIVE AGENT, EACH ISSUER AND EACH LENDER AS SET FORTH IN SCHEDULE 5.1
ATTACHED HERETO. THE REPRESENTATIONS AND WARRANTIES IN SCHEDULE 5.1 SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE AMENDMENT EFFECTIVE
DATE.
ARTICLE 6
MISCELLANEOUS
6.1.
NO OTHER AMENDMENTS; RESERVATION OF RIGHTS; NO WAIVER; RATIFICATION
AND CONFIRMATION. OTHER THAN AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS
AMENDMENT SHALL NOT BE DEEMED TO OPERATE AS AN AMENDMENT OR WAIVER OF, OR TO
PREJUDICE, ANY RIGHT, POWER, PRIVILEGE OR REMEDY OF ANY SECURED PARTY UNDER THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR SHALL THE ENTERING INTO OF THIS
AMENDMENT PRECLUDE ANY SECURED PARTY FROM REFUSING TO ENTER INTO ANY FURTHER
AMENDMENTS WITH RESPECT TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT. THIS
AMENDMENT SHALL NOT CONSTITUTE A WAIVER OF COMPLIANCE (I) WITH ANY COVENANT OR
OTHER PROVISION IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR (II) OF
THE OCCURRENCE OR CONTINUANCE OF ANY PRESENT OR FUTURE DEFAULT OR EVENT OF
DEFAULT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AMENDMENT, THE TERMS, PROVISIONS
AND CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE HEREBY
RATIFIED AND CONFIRMED AND SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT
WITHOUT INTERRUPTION OR IMPAIRMENT OF ANY KIND.
6.2.
GOVERNING LAW. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6.3.
HEADINGS; SCHEDULES; COUNTERPARTS; SEVERABILITY. THE ARTICLE AND
SECTION HEADINGS CONTAINED IN THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY
AND WILL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AMENDMENT.
ALL SCHEDULES ATTACHED HERETO ARE INCORPORATE HEREIN AS IF FULLY SET FORTH
HEREIN. THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF
WHICH WILL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER WILL CONSTITUTE ONE
AND THE SAME INSTRUMENT. THIS AMENDMENT MAY BE DELIVERED BY EXCHANGE OF COPIES
OF THE SIGNATURE PAGE BY FACSIMILE TRANSMISSION OR OTHER ELECTRONIC
TRANSMISSION. THE PROVISIONS OF THIS AMENDMENT WILL BE DEEMED SEVERABLE AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION WILL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF; PROVIDED