ASSETS ARE BOUND OR TO WHICH IT MAY BE SUBJECT OR
5
(III) VIOLATES ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS (OR
THE EQUIVALENT DOCUMENTS) OF THE COMPANY OR ANY OF ITS MATERIAL SUBSIDIARIES.
(D)
NO ORDER, CONSENT, APPROVAL, LICENSE,
AUTHORIZATION OR VALIDATION OF, OR FILING, RECORDING OR REGISTRATION WITH
(EXCEPT AS HAVE BEEN OBTAINED OR MADE AND WHICH REMAIN IN FULL FORCE AND
EFFECT), OR EXEMPTION BY, ANY GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY
SUBDIVISION THEREOF, IS REQUIRED TO BE OBTAINED BY THE COMPANY OR ANY BORROWER
TO AUTHORIZE, OR IS REQUIRED FOR, (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AMENDMENT OR ANY LOAN DOCUMENT, AS AMENDED HEREBY, OR (II) THE LEGALITY,
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AMENDMENT OR ANY LOAN
DOCUMENT, AS AMENDED HEREBY.
(E)
EXCEPT AS DISCLOSED IN THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO THE DATE HEREOF,
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF ANY
BORROWER, THREATENED AGAINST THE COMPANY OR ANY MATERIAL SUBSIDIARY IN WHICH
THERE IS A REASONABLE POSSIBILITY OF AN ADVERSE DECISION (I) WHICH IN ANY MANNER
DRAWS INTO QUESTION THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY LOAN
DOCUMENT, AS AMENDED HEREBY, OR (II) THAT WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 4.
Reference to and Effect on 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, ARE AND
SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS
RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS
OF THIS AMENDMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A
WAIVER OF ANY RIGHT, POWER OR REMEDY OF ANY LENDER OR THE AGENT UNDER ANY OF THE
LOAN DOCUMENTS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF ANY OF THE LOAN
DOCUMENTS.
SECTION 5.
Costs and Expenses
The Company agrees
to pay on demand all reasonable costs and expenses of the Agent in connection
with the preparation, execution, delivery and administration, modification and
amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Agent) in accordance with the terms of Section 9.04
of the Credit Agreement.
SECTION 6.
Execution in Counterparts.
This
Amendment 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