INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY WILL
NOT VIOLATE ANY LAW, STATUTE OR REGULATION, OR ANY ORDER OR DECREE OF ANY COURT
OR GOVERNMENTAL INSTRUMENTALITY APPLICABLE TO THE LOAN PARTIES, OR CONFLICT
WITH, OR RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER ANY CONTRACTUAL
OBLIGATION OF SUCH PARTY;
(E)
AFTER GIVING EFFECT TO THIS AMENDMENT, THERE DOES NOT EXIST ANY
EVENT OR EVENT OF DEFAULT; AND
(F)
AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE LOAN AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE
TRUE AND CORRECT IN ALL RESPECTS ON AND AS OF THE WAIVER EFFECTIVE DATE AS IF
SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE WAIVER
EFFECTIVE DATE (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL RESPECTS AS OF SUCH EARLIER DATE).
SECTION 6.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE ON THE DATE (THE "WAIVER EFFECTIVE DATE") UPON WHICH THE FOLLOWING
CONDITIONS HAVE BEEN SATISFIED IN FULL OR WAIVED BY THE AGENT IN WRITING:
(A)
THE AGENT SHALL HAVE RECEIVED IN FORM AND SUBSTANCE SATISFACTORY
TO THE AGENT AND ITS COUNSEL, COUNTERPARTS OF THIS AMENDMENT DULY EXECUTED BY
THE BORROWER AND AGENT AND SUCH OTHER APPROVALS OR DOCUMENTS AS THE AGENT MAY
REASONABLY REQUEST.
(B)
THE AGENT SHALL HAVE RECEIVED IN FORM AND SUBSTANCE SATISFACTORY
TO THE AGENT AND ITS COUNSEL, THE ACKNOWLEDGEMENT AND CONSENTS, IN FORM SET
FORTH HERETO AS EXHIBIT B (EACH, A "LENDER CONSENT"), EXECUTED BY THE LENDERS
CONSTITUTING THE REQUIRED LENDERS.
(C)
THE AGENT SHALL HAVE RECEIVED IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND ITS COUNSEL A DULY EXECUTED AMENDMENT TO THE
MORTGAGE AND INCREASES TO THE TITLE INSURANCE POLICY TO REFLECT THE AGREEMENTS
SET FORTH IN THIS AGREEMENT.
(D)
COUNSEL FOR THE AGENT SHALL HAVE RECEIVED, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, THE OUTSTANDING ATTORNEYS' FEES AND DISBURSEMENTS
INVOICED TO THE BORROWER AND REQUIRED TO PAID UNDER SECTION 13 OF THIS AMENDMENT
AND SECTION 11.10 OF THE LOAN AGREEMENT
(E)
THE AGENT SHALL HAVE RECEIVED SUCH OTHER INSTRUMENTS, DOCUMENTS
AND ASSURANCES AS THE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST.
SECTION 7.
RATIFICATION; WAIVER OF DEFENSES; AND RELEASE.
(A)
THE LOAN AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE
AND REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND AFFIRMED IN ALL
RESPECTS.
THE BORROWER AND EACH LOAN PARTY HEREBY (I) CONFIRMS AND AGREES THAT
THE BORROWER IS TRULY AND JUSTLY INDEBTED TO THE AGENT AND THE LENDERS IN THE
AGGREGATE AMOUNT OF THE OBLIGATIONS WITHOUT DEFENSE, COUNTERCLAIM OR OFFSET OF
ANY KIND WHATSOEVER; AND (II) REAFFIRMS AND ADMITS THE VALIDITY AND
ENFORCEABILITY OF THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LIENS
IN THE COLLATERAL WHICH WERE GRANTED PURSUANT TO THE LOAN DOCUMENTS AND
OTHERWISE.
7
(B)
EACH LOAN PARTY, ON ITS OWN BEHALF AND ON BEHALF OF