OR
AFFECTING SUCH PERSON OR THE PROPERTIES OF SUCH PERSON OR ANY OF ITS
SUBSIDIARIES OR (B) ANY ORDER, INJUNCTION, WRIT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ANY ARBITRAL AWARD TO WHICH SUCH PERSON OR ITS PROPERTY IS SUBJECT;
(III) VIOLATE ANY LAW; OR (IV) RESULT IN THE CREATION OF ANY LIEN OTHER THAN A
LIEN EXPRESSLY PERMITTED UNDER SECTION 7.01 OF THE CREDIT AGREEMENT.
(B)
NO APPROVAL, CONSENT, EXEMPTION,
AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH (I) THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, ANY LOAN PARTY OF THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR MATERIAL
DEBT DOCUMENT, OR FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
(II) THE GRANT BY ANY LOAN PARTY OF THE LIENS GRANTED BY IT PURSUANT TO THE
COLLATERAL DOCUMENTS, (III) THE PERFECTION OR MAINTENANCE OF THE LIENS CREATED
UNDER THE COLLATERAL DOCUMENTS (INCLUDING THE FIRST PRIORITY (SUBJECT TO
SPECIFIED STATUTORY LIENS AND, IN THE CASE OF MORTGAGED PROPERTIES ONLY,
11
LIENS PERMITTED UNDER SECTION 7.01(G)) NATURE THEREOF) OR (IV) THE EXERCISE BY
ANY AGENT OR ANY LENDER OF ITS RIGHTS UNDER THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT OR THE REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THE COLLATERAL
DOCUMENTS.
(C)
THIS AMENDMENT AND THE CONSENT HAVE BEEN
DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS PARTY HERETO.
THIS
AMENDMENT CONSTITUTES, AND EACH OTHER LOAN DOCUMENT WHEN SO DELIVERED WILL
CONSTITUTE, A LEGAL, VALID AND BINDING OBLIGATION OF SUCH LOAN PARTY,
ENFORCEABLE AGAINST EACH LOAN PARTY THAT IS PARTY THERETO IN ACCORDANCE WITH ITS
TERMS.
(D)
NO DEFAULT HAS OCCURRED AND IS CONTINUING OR
WILL OCCUR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT
(INCLUDING THE CREDIT EXTENSION PROPOSED HEREUNDER AND THE APPLICATION OF THE
PROCEEDS THEREFROM), AND SUCH TRANSACTIONS ARE PERMITTED UNDER THE MATERIAL DEBT
DOCUMENTS AND THE BORROWER HAS COMPLIED WITH ALL REQUIREMENTS THEREUNDER, IF
ANY, IN CONNECTION WITH SUCH TRANSACTIONS.
SECTION 6.
Reference to and Effect on the Credit
Agreement and the Loan Documents.
(a)
On and after the effectiveness of this
Amendment, 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 Notes and each of 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 by this Amendment.
(B)
THE CREDIT AGREEMENT, THE NOTES AND EACH OF
THE OTHER LOAN DOCUMENTS, AS SPECIFICALLY AMENDED BY THIS AMENDMENT (AND AS
CONTEMPLATED TO BE AMENDED, MODIFIED, SUPPLEMENTED, RESTATED, SUBSTITUTED OR
REPLACED BY THIS AMENDMENT) ARE AND SHALL CONTINUE TO BE IN FULL FORCE AND
EFFECT AND IS 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