PREPARATION, NEGOTIATION AND
EXECUTION OF THIS AMENDMENT NO. 7 AND OTHER MATTERS RELATING TO THE CREDIT
AGREEMENT FROM AND AFTER THE LAST INVOICE TO THE EXTENT INVOICED.
(D)
NO DEFAULT.
NO DEFAULT OR UNMATURED DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING OR WOULD OCCUR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY
THIS AMENDMENT NO. 7.
SECTION 3.
CONFIRMATION OF REPRESENTATIONS AND WARRANTIES.
EACH OF THE
CREDIT PARTIES HEREBY REPRESENTS AND WARRANTS, ON AND AS OF THE DATE HEREOF,
THAT (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT
ARE CORRECT AND TRUE IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF,
BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT NO. 7, AS THOUGH MADE ON AND AS
OF THE DATE HEREOF, OTHER THAN ANY SUCH REPRESENTATIONS OR WARRANTIES THAT, BY
THEIR TERMS, REFER TO A SPECIFIC DATE AND (B) NO DEFAULT OR UNMATURED DEFAULT
HAS OCCURRED AND IS CONTINUING, OR WOULD OCCUR AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AMENDMENT NO. 7.
section 4.
Reference to and Effect on the Loan Documents.
(a) On and after
the Amendment No. 7 Effective Date, each reference in the Credit Agreement to
"hereunder", "hereof" or words of like import referring to the Credit Agreement,
and each reference in the other transaction 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 modified by
this Amendment No. 7.
(B)
THE CREDIT AGREEMENT, THE PLEDGE AND SECURITY AGREEMENT, THE NOTES
AND EACH OF THE OTHER LOAN DOCUMENTS, AS SPECIFICALLY AMENDED BY THIS AMENDMENT
NO. 7, ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND ARE HEREBY IN
ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE COLLATERAL DOCUMENTS AND ALL OF THE COLLATERAL DESCRIBED THEREIN
DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL OBLIGATIONS OF THE CREDIT
PARTIES UNDER THE LOAN DOCUMENTS, IN EACH CASE AS AMENDED BY THIS AMENDMENT NO.
7.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT NO. 7
SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY
RIGHT, POWER OR REMEDY OF ANY LENDER OR ANY AGENT UNDER ANY OF THE LOAN
DOCUMENTS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF ANY OF THE LOAN
DOCUMENTS.
3
SECTION 5.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT NO. 7 MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AMENDMENT NO. 7 BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED ORIGINAL COUNTERPART OF THIS AMENDMENT NO. 7.
SECTION 6.
GOVERNING LAW.
THIS AMENDMENT NO. 7 SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE