CASE OF THE BORROWER, TO AUTHORIZE THE BORROWINGS ON THE TERMS
AND CONDITIONS OF THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT (THE
"AMENDED CREDIT AGREEMENT").
NO CONSENT OR AUTHORIZATION OF, FILING WITH,
NOTICE TO OR OTHER ACT BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON IS REQUIRED IN CONNECTION WITH THE AMENDMENT DOCUMENTS, THE
BORROWINGS UNDER THE AMENDED CREDIT AGREEMENT OR THE EXECUTION, DELIVERY,
PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR THE ACKNOWLEDGMENT
AND CONSENT, EXCEPT (I) CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES WHICH HAVE
BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT AND (II) THE FILINGS
REFERRED TO IN SECTION 4.20 OF THE CREDIT AGREEMENT.
EACH AMENDMENT DOCUMENT
HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF EACH LOAN PARTY THAT IS A
PARTY THERETO.
EACH AMENDMENT DOCUMENT AND THE AMENDED CREDIT AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF EACH LOAN PARTY THAT IS A
PARTY THERETO, ENFORCEABLE AGAINST EACH SUCH LOAN PARTY IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE AMENDMENT
DOCUMENTS, THE BORROWINGS UNDER THE AMENDED CREDIT AGREEMENT AND THE USE OF THE
PROCEEDS THEREOF WILL NOT VIOLATE ANY MATERIAL REQUIREMENT OF LAW OR ANY
MATERIAL CONTRACTUAL OBLIGATION OF THE BORROWER OR ANY OF ITS SUBSIDIARIES AND
WILL NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF
THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY REQUIREMENT OF LAW OR
ANY SUCH CONTRACTUAL OBLIGATION (OTHER THAN THE LIENS CREATED BY THE SECURITY
DOCUMENTS).
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY
HEREIN OR IN OR PURSUANT TO THE LOAN DOCUMENTS IS TRUE AND CORRECT ON AND AS OF
THE FIRST AMENDMENT EFFECTIVE DATE AS IF MADE ON AND AS OF SUCH DATE (EXCEPT
THAT ANY REPRESENTATION OR WARRANTY WHICH BY ITS TERMS IS MADE AS OF AN EARLIER
DATE SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE).
(D)
THE BORROWER AND THE OTHER LOAN PARTIES HAVE PERFORMED IN ALL
MATERIAL RESPECTS ALL AGREEMENTS AND SATISFIED ALL CONDITIONS WHICH THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS PROVIDE SHALL BE PERFORMED OR SATISFIED
BY THE BORROWER OR THE OTHER LOAN PARTIES ON OR BEFORE THE FIRST AMENDMENT
EFFECTIVE DATE.
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, OR WILL RESULT FROM THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.
8
SECTION 12.
PAYMENT OF EXPENSES.
THE BORROWER AGREES TO PAY OR
REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL OF ITS REASONABLE OUT-OF-POCKET COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT, ANY OTHER DOCUMENTS
PREPARED IN CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
TO