BY THIS AMENDMENT WAIVING, AND
HAS NO INTENTION OF WAIVING, ANY OTHER TERMINATION EVENT WHICH MAY BE CONTINUING
ON THE DATE HEREOF (WHETHER THE SAME OR SIMILAR TO THE EBITDA COVERAGE RATIO
EVENTS OR OTHERWISE) AND, OTHER THAN AS PROVIDED IN SECTION 2(B), THE
ADMINISTRATIVE AGENT HAS NOT AGREED TO FORBEAR WITH RESPECT TO ANY OF ITS RIGHTS
OR REMEDIES CONCERNING ANY TERMINATION EVENT WHICH MAY HAVE OCCURRED OR IS
CONTINUING AS OF THE DATE HEREOF OR WHICH MAY OCCUR AFTER THE DATE HEREOF. THE
ADMINISTRATIVE AGENT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO EXERCISE ANY
OR ALL OF ITS RIGHTS AND REMEDIES UNDER THE SECURITY AGREEMENT AS A RESULT OF
ANY OTHER TERMINATION EVENT (OTHER THAN AS DESCRIBED HEREIN) WHICH MAY BE
CONTINUING ON THE DATE HEREOF OR ANY TERMINATION EVENT WHICH MAY OCCUR AFTER THE
DATE HEREOF, AND THE ADMINISTRATIVE AGENT HAS NOT WAIVED ANY OF SUCH RIGHTS OR
REMEDIES, AND NOTHING IN THIS AMENDMENT, AND NO DELAY ON ITS PART IN EXERCISING
ANY SUCH RIGHTS OR REMEDIES, SHOULD, OR SHALL, BE CONSTRUED AS A WAIVER OF ANY
SUCH RIGHTS OR REMEDIES.
SECTION 3.
REPRESENTATIONS AND WARRANTIES. UPON THE EFFECTIVENESS OF THIS
AMENDMENT, (I) THE DEBTOR HEREBY REAFFIRMS ALL REPRESENTATIONS AND WARRANTIES
MADE BY IT IN THE SECURITY AGREEMENT AND AGREES THAT ALL SUCH REPRESENTATIONS
AND WARRANTIES SHALL BE DEEMED TO HAVE BEEN REMADE AS OF THE EFFECTIVE DATE (AS
DEFINED BELOW) OF THIS AMENDMENT AND (II) THE DEBTOR HEREBY REPRESENTS AND
WARRANTS THAT NO TERMINATION EVENT, WIND-DOWN EVENT OR AMORTIZATION EVENT SHALL
HAVE OCCURRED AND BE CONTINUING (OTHER THAN THE TERMINATION EVENT WAIVED
HEREBY).
SECTION 4.
EFFECTIVE DATE. THIS AMENDMENT SHALL BECOME EFFECTIVE AS OF THE
DATE (THE "EFFECTIVE DATE") ON WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COUNTERPARTS OF THIS AMENDMENT EXECUTED BY A DULY AUTHORIZED OFFICER OF
EACH PARTY HERETO AND THE DEBTOR SHALL HAVE TAKEN SUCH OTHER ACTION, INCLUDING
DELIVERY OF APPROVALS, CONSENTS, OPINIONS, DOCUMENTS, FEES AND INSTRUMENTS, AS
THE COMPANY AND THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
SECTION 5.
MISCELLANEOUS.
(A)
REFERENCES IN THE SECURITY AGREEMENT. UPON THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE SECURITY AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN", OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A
REFERENCE TO THE SECURITY AGREEMENT AS AMENDED HEREBY, AND EACH REFERENCE TO THE
SECURITY AGREEMENT IN ANY OTHER
2
TRANSACTION DOCUMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT, EXECUTED
AND/OR DELIVERED IN CONNECTION WITH ANY TRANSACTION DOCUMENT SHALL MEAN AND BE A
REFERENCE TO THE SECURITY AGREEMENT AS AMENDED HEREBY.
(B)
EFFECT ON THE SECURITY AGREEMENT. EXCEPT AS SPECIFICALLY AMENDED HEREBY
AND TO THE EXTENT OF THE WAIVER SPECIFICALLY PROVIDED FOR ABOVE, THE SECURITY
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. THIS AMENDMENT SHALL NOT
CONSTITUTE A NOVATION OF THE SECURITY AGREEMENT, BUT SHALL CONSTITUTE AN
AMENDMENT THEREOF.
(C)
SUCCESSORS AND ASSIGNS. THIS AMENDMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
(D)
COUNTERPARTS.