ALREADY OBTAINED; (II) CONTRAVENE SUCH ENTITY'S ORGANIZATIONAL
DOCUMENTS; (III) VIOLATE ANY PROVISION OF OR CAUSE OR RESULT IN A BREACH OF OR
CONSTITUTE A DEFAULT UNDER ANY LAW, RULE, REGULATION (INCLUDING, WITHOUT
LIMITATION, REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM), ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION, OR AWARD
PRESENTLY IN EFFECT HAVING APPLICABILITY TO SUCH ENTITY; (IV) CAUSE OR RESULT IN
A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR LOAN OR CREDIT
AGREEMENT OR ANY OTHER AGREEMENT, LEASE, OR INSTRUMENT TO WHICH SUCH ENTITY IS A
PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED; (V) CAUSE OR
RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN UPON OR WITH RESPECT
TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED BY SUCH OBLIGOR EXCEPT
AS CONTEMPLATED BY THIS AGREEMENT; OR (VI) VIOLATE ANY PROVISION OF ANY
INDENTURE, AGREEMENT, OR OTHER INSTRUMENT TO WHICH ANY BORROWER, GUARANTOR, OR
ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS ARE BOUND, AND WILL NOT BE IN
CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE AND/OR
LAPSE OF TIME) A DEFAULT UNDER ANY SUCH INDENTURE, AGREEMENT, OR OTHER
INSTRUMENT, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE, OR
ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF SAID PROPERTIES OR ASSETS.
D.
GOVERNMENTAL CONSENTS.
THE EXECUTION AND DELIVERY BY EACH OBLIGOR
OF THIS AMENDMENT AND THE PERFORMANCE BY EACH OBLIGOR OF THE AMENDED AGREEMENTS
DO NOT AND WILL NOT REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, LICENSE OR
EXEMPTION OF, OR ANY REGISTRATION, QUALIFICATION, DESIGNATION, DECLARATION OR A
FILING WITH ANY COURT OR GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU,
AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, EXCEPT AS HAVE BEEN OBTAINED.
E.
BINDING OBLIGATION.
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH OBLIGOR AND THIS AMENDMENT AND THE AMENDED AGREEMENTS ARE THE
LEGALLY VALID AND BINDING OBLIGATIONS OF SUCH OBLIGOR, ENFORCEABLE AGAINST SUCH
OBLIGOR IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, AND OTHER SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS GENERALLY.
F.
INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM LOAN
DOCUMENTS.
AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN EACH LOAN DOCUMENT ARE AND WILL BE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS ON AND AS OF THE FIRST AMENDMENT EFFECTIVE
DATE TO THE SAME EXTENT AS THOUGH MADE ON AND AS OF THAT DATE, EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER
DATE, IN WHICH CASE THEY WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS ON AND AS OF SUCH EARLIER DATE.
G.
ABSENCE OF DEFAULT.
AFTER GIVING EFFECT TO THIS AMENDMENT, NO
EVENT HAS OCCURRED AND IS CONTINUING OR WILL RESULT FROM THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT THAT WOULD CONSTITUTE AN EVENT OF
DEFAULT.
SECTION 5.
MISCELLANEOUS
A.
REFERENCE TO AND EFFECT ON THE LOAN AGREEMENT, THE SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
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