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 SECOND
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 4.
MISCELLANEOUS
A.
REFERENCE TO AND EFFECT ON THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
9
1.
ON AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE, EACH REFERENCE
IN THE LOAN AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN" OR
WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT, AND EACH REFERENCE IN THE
LOAN DOCUMENTS TO THE