COMPLIANCE WITH EACH, TOGETHER WITH THE
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REPRESENTATIONS, WARRANTIES AND COVENANTS IN THE OTHER FINANCING AGREEMENTS,
BEING A CONTINUING CONDITION OF THE MAKING OF ANY LOANS BY AGENT (OR AGENT ON
BEHALF OF LENDERS) TO BORROWER:
(A)
AS OF THE DATE HEREOF AND AFTER GIVING EFFECT TO THE CONSENTS PROVIDED FOR
HEREIN, NO DEFAULT OR EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING.
(B)
THIS AMENDMENT NO. 8 AND EACH OTHER AGREEMENT OR INSTRUMENT TO BE EXECUTED
AND DELIVERED BY BORROWER IN CONNECTION HEREWITH HAVE BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY ALL NECESSARY ACTION ON THE PART OF BORROWER AND THE
AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED HEREIN CONSTITUTE LEGAL, VALID
AND BINDING OBLIGATIONS OF BORROWER ENFORCEABLE AGAINST BORROWER IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS.
5.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THE CONSENTS CONTAINED HEREIN
SHALL ONLY BE EFFECTIVE UPON THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT IN A MANNER SATISFACTORY TO AGENT:
(A)
AGENT SHALL HAVE RECEIVED AN EXECUTED ORIGINAL OR EXECUTED ORIGINAL
COUNTERPARTS OF THIS AMENDMENT NO. 8 (AS THE CASE MAY BE), DULY AUTHORIZED,
EXECUTED AND DELIVERED BY BORROWER;
(B)
AGENT SHALL HAVE RECEIVED SUCH APPROVALS OF THE LENDERS TO THE TERMS OF
THIS AMENDMENT NO. 8 AS MAY BE REQUIRED IN THE DETERMINATION OF AGENT UNDER THE
TERMS OF THE LOAN AGREEMENT; AND
(C)
AGENT SHALL HAVE RECEIVED A TRUE AND CORRECT COPY OF ANY CONSENT, WAIVER
OR APPROVAL TO OR OF THIS AMENDMENT NO. 8 WHICH BORROWER IS REQUIRED TO OBTAIN
FROM ANY OTHER PERSON, AND SUCH CONSENT, WAIVER OR APPROVAL SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT.
6.
PROVISIONS OF GENERAL APPLICATION.
(A)
EFFECT OF THIS AMENDMENT.
EXCEPT AS MODIFIED PURSUANT HERETO, NO OTHER
CHANGES OR MODIFICATIONS TO THE FINANCING AGREEMENTS ARE INTENDED OR IMPLIED AND
IN ALL OTHER RESPECTS THE FINANCING AGREEMENTS ARE HEREBY SPECIFICALLY RATIFIED,
RESTATED AND CONFIRMED BY ALL PARTIES HERETO AS OF THE EFFECTIVE DATE HEREOF.
TO THE EXTENT OF CONFLICT BETWEEN THE TERMS OF THIS AMENDMENT NO. 8 AND THE
OTHER FINANCING AGREEMENTS, THE TERMS OF THIS AMENDMENT NO. 8 SHALL CONTROL.
THE LOAN AGREEMENT AND THIS AMENDMENT NO. 8 SHALL BE READ AND CONSTRUED AS ONE
AGREEMENT.
(B)
FURTHER ASSURANCES.
EACH PARTY HERETO AGREES THAT, IF REASONABLY
REQUESTED BY ANY OTHER PARTY HERETO, IT WILL ENTER INTO SUCH ADDITIONAL
DOCUMENTS AND TAKE SUCH ADDITIONAL ACTIONS AS MAY BE NECESSARY TO EFFECTUATE THE
PURPOSES OF THIS AMENDMENT NO. 8.
(C)
GOVERNING LAW.
THE RIGHTS AND OBLIGATIONS HEREUNDER OF EACH OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, BUT EXCLUDING ANY PRINCIPLES OF
CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD RESULT IN THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
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(D)
BINDING EFFECT.
THIS AMENDMENT NO. 8 SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF EACH OF THE PARTIES HERETO