IT IN ACCORDANCE WITH
ITS TERMS EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
6
AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW
OR IN EQUITY).
2.
THE REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES SET FORTH IN EACH
LOAN DOCUMENT ARE, AFTER GIVING EFFECT TO THIS THIRD AMENDMENT, TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE THIRD AMENDMENT EFFECTIVE DATE, OR,
WITH RESPECT TO REPRESENTATIONS AND WARRANTIES THAT ARE SPECIFICALLY MADE AS OF
AN EARLIER DATE, AS OF SUCH DATE.
3.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WILL BE
CAUSED BY THE THIRD AMENDMENT.
SECTION 4.
EFFECT OF AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
THIRD AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE
A WAIVER OF OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS, THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT UNDER THE CREDIT AGREEMENT OR ANY
OTHER LOAN DOCUMENT, AND SHALL NOT ALTER, MODIFY, AMEND OR IN ANY WAY AFFECT ANY
OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE
CREDIT AGREEMENT OR ANY OTHER PROVISION OF THE CREDIT AGREEMENT OR OF ANY OTHER
LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL
CONTINUE IN FULL FORCE AND EFFECT (IN EACH CASE AS AMENDED HEREBY).
EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED IN PARAGRAPH 9 OF SECTION 1 HEREOF, NOTHING HEREIN
SHALL BE DEEMED TO ENTITLE THE BORROWER TO A FURTHER CONSENT TO, OR A FURTHER
WAIVER, AMENDMENT, MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS,
CONDITIONS, OBLIGATIONS, COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
UPON AND AFTER THE THIRD AMENDMENT EFFECTIVE DATE, 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 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 HEREBY.
THIS THIRD AMENDMENT IS A "LOAN DOCUMENT."
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 AND PERFORMANCE OF ALL OBLIGATIONS UNDER AND AS DEFINED THEREIN.
SECTION 5.
FEES, COSTS AND EXPENSES.
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT SUCH FEES, AND TO REIMBURSE THE ADMINISTRATIVE AGENT FOR
ITS REASONABLE OUT OF POCKET EXPENSES IN CONNECTION WITH THIS THIRD AMENDMENT,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF OUTSIDE COUNSEL TO
ADMINISTRATIVE AGENT IN CONNECTION WITH THIS THIRD AMENDMENT, AS HAS BEEN
PREVIOUSLY AGREED BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT.
SECTION 6.
COUNTERPARTS.
THIS THIRD AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE