HOWEVER,
NOTHING HEREIN SHALL BE DEEMED A WAIVER WITH RESPECT TO ANY OTHER FUTURE FAILURE
OF ANY LOAN PARTY TO COMPLY FULLY WITH SECTION 7.01 OF THE FINANCING AGREEMENT
OR ANY OTHER PROVISION OF ANY LOAN DOCUMENT.
THIS WAIVER SHALL BE EFFECTIVE
ONLY FOR THE SPECIFIC DEFAULTS COMPRISING THE KNOWN EXISTING DEFAULTS, AND IN NO
EVENT SHALL THIS WAIVER BE DEEMED TO BE A WAIVER OF ENFORCEMENT OF ANY OF THE
LENDER GROUP'S RIGHTS WITH RESPECT TO ANY OTHER DEFAULTS OR EVENTS OF DEFAULT
NOW EXISTING OR HEREAFTER ARISING.
NOTHING CONTAINED IN THIS AMENDMENT NOR ANY
COMMUNICATIONS BETWEEN ANY LOAN PARTY AND ANY MEMBER OF THE LENDER GROUP SHALL
BE A WAIVER OF ANY RIGHTS OR REMEDIES OF THE LENDER GROUP HAS OR MAY HAVE
AGAINST ANY LOAN PARTY, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.
EXCEPT AS
SPECIFICALLY PROVIDED HEREIN, EACH MEMBER OF THE LENDER GROUP HEREBY RESERVES
AND PRESERVES ALL OF ITS RIGHTS AND REMEDIES AGAINST EACH BORROWER UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
4.
LIMITED AMENDMENT; FULL FORCE AND
EFFECT.
THE AMENDMENT SET FORTH IN SECTION 2 OF THIS AMENDMENT SHALL BE LIMITED
PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED (A) TO BE AN AMENDMENT OF ANY OTHER
TERM OR CONDITION OF THE FINANCING AGREEMENT OR THE OTHER LOAN DOCUMENTS, TO
PREJUDICE ANY RIGHT OR REMEDY WHICH THE AGENTS OR THE LENDERS MAY NOW HAVE OR
MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION WITH THE FINANCING AGREEMENT OR
THE OTHER LOAN DOCUMENTS OR (B) TO BE A CONSENT TO ANY FUTURE AMENDMENT OR
DEPARTURE FROM THE TERMS AND CONDITIONS OF THE FINANCING AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
THIS AMENDMENT SHALL BE CONSTRUED IN CONNECTION WITH AND AS
PART OF THE LOAN DOCUMENTS, AND ALL TERMS, CONDITIONS, REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS SET FORTH IN THE LOAN DOCUMENTS, EXCEPT AS
HEREIN AMENDED, ARE HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN IN FULL FORCE
AND EFFECT.
5.
REPRESENTATIONS AND WARRANTIES.
EACH
LOAN PARTY HEREBY REPRESENTS AND WARRANTS TO EACH AGENT AND EACH LENDER AS
FOLLOWS:
(A)
EACH HAS THE REQUISITE POWER AND AUTHORITY
TO EXECUTE AND DELIVER THIS AMENDMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER
AND UNDER THE LOAN DOCUMENTS (AS AMENDED OR MODIFIED HEREBY) TO WHICH IT IS A
PARTY.
THE ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT OF EACH LOAN PARTY
HAVE NOT BEEN AMENDED SINCE PRIOR TO THE EFFECTIVE DATE.
(B)
THE EXECUTION, DELIVERY, AND PERFORMANCE BY
EACH LOAN PARTY OF THIS AMENDMENT AND THE PERFORMANCE BY IT OF EACH LOAN
DOCUMENT TO WHICH IT IS A PARTY (I) HAVE BEEN DULY APPROVED BY ALL NECESSARY
ACTION AND NO OTHER PROCEEDINGS ARE NECESSARY TO CONSUMMATE SUCH TRANSACTIONS;
AND (II) ARE NOT IN CONTRAVENTION OF (A) ANY LAW, RULE, OR REGULATION, OR ANY
ORDER, JUDGMENT, DECREE, WRIT, INJUNCTION, OR AWARD OF ANY ARBITRATOR, COURT OR
GOVERNMENTAL AUTHORITY BINDING ON IT, (B) THE TERMS OF ITS ORGANIZATIONAL
DOCUMENTS, OR (C) ANY PROVISION OF ANY CONTRACT OR UNDERTAKING TO WHICH IT IS A
PARTY OR