made on and as of the date hereof.
(D)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THE CONSENT
OR THIS AMENDMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY, NOR THE PERFORMANCE OF AND COMPLIANCE WITH THE TERMS AND PROVISIONS
HEREOF, THEREOF OR OF THE CREDIT AGREEMENT (AS AMENDED HEREBY) BY ANY LOAN PARTY
WILL, AT THE TIME OF SUCH PERFORMANCE, (A) VIOLATE ANY REQUIREMENT OF LAW OR ANY
MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY, EXCEPT FOR ANY SUCH VIOLATION
THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B)
RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN LIENS
CREATED BY OR OTHERWISE PERMITTED BY THE LOAN DOCUMENTS) ON ANY OF THEIR
RESPECTIVE PROPERTIES PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH CONTRACTUAL
OBLIGATION.
(E)
NO DEFAULT.
AFTER GIVING EFFECT TO THIS AMENDMENT, NO EVENT HAS
OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT OR EVENT OF DEFAULT.
5.
REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(A)
UPON 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 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 AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY AMENDED BY THIS AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE SECURITY DOCUMENTS AND ALL OF THE
COLLATERAL DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL
OBLIGATIONS UNDER AND AS DEFINED THEREIN, IN EACH CASE AS MODIFIED HEREBY.
(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 SECURED PARTY UNDER ANY OF THE LOAN DOCUMENTS, OR, EXCEPT
AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OR AMENDMENT OF ANY PROVISION
OF ANY OF THE LOAN DOCUMENTS.
6.
COUNTERPARTS.
THIS AMENDMENT AND THE CONSENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AMENDMENT OR THE CONSENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT OR CONSENT, AS THE CASE MAY BE.
7.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND