BORROWERS HEREBY
WARRANTS, REPRESENTS AND COVENANTS TO AND WITH TO THE LENDERS AND THE AGENT
THAT: (A) HOLDINGS AND EACH OF THE BORROWERS HAS THE CORPORATE OR ORGANIZATIONAL
POWER AND AUTHORITY (I) TO ENTER INTO THIS AMENDMENT AND (II) TO DO ALL ACTS AND
THINGS AS ARE REQUIRED OR CONTEMPLATED HEREUNDER TO BE DONE, OBSERVED AND
PERFORMED BY IT; (B) THIS AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY HOLDINGS AND EACH BORROWER; (C) AFTER GIVING EFFECT TO THIS
AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AS OF
THIS DATE; AND (D) AFTER GIVING EFFECT TO THIS AMENDMENT, ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE BY THE CREDIT PARTIES IN THE CREDIT
AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF
THIS AMENDMENT (EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATIONS OR WARRANTIES
EXPRESSLY REFERRED TO A SPECIFIC PRIOR DATE AND EXCEPT FOR CHANGES THEREIN
EXPRESSLY PERMITTED OR EXPRESSLY CONTEMPLATED BY THE CREDIT AGREEMENT OR THE
OTHER LOAN DOCUMENTS).
ANY BREACH IN ANY MATERIAL RESPECT BY HOLDINGS OR ANY
BORROWER OF ANY OF ITS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN
THIS SECTION 4 SHALL BE AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT.
5.
RATIFICATION AND ACKNOWLEDGMENT.
EACH OF THE HOLDINGS AND
BORROWERS HEREBY RATIFIES AND REAFFIRMS EACH AND EVERY TERM, COVENANT AND
CONDITION SET FORTH IN THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED OR DELIVERED BY SUCH CREDIT PARTY.
6.
WAIVER, RELEASE AND DISCLAIMER.
TO INDUCE THE LENDERS AND THE
AGENT TO ENTER INTO THIS AMENDMENT, EACH OF HOLDINGS AND THE BORROWERS HEREBY
WAIVES AND RELEASES ANY CLAIM, DEFENSE, DEMAND, ACTION OR SUIT OF ANY KIND OR
NATURE WHATSOEVER AGAINST THE LENDERS OR THE AGENT OR THEIR RESPECTIVE
AFFILIATES, AND EACH SUCH PERSONS' RESPECTIVE OFFICERS, DIRECTORS, PARTNERS,
TRUSTEES, SHAREHOLDERS, AGENTS, ATTORNEYS, ADVISORS AND EMPLOYEES, ARISING ON OR
PRIOR TO THE DATE OF THIS AMENDMENT IN CONNECTION WITH THE CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREUNDER, EXCEPT THAT THIS SECTION 6 SHALL NOT WAIVE OR RELEASE ANY OF THE
LENDERS' OR AGENT'S CONTRACTUAL OBLIGATIONS UNDER THE CREDIT AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS.
7.
CONDITIONS TO EFFECTIVENESS.
THE AMENDMENTS AND WAIVERS OF THE
CREDIT AGREEMENT SET FORTH IN SECTION 1 AND SECTION 2 OF THIS AMENDMENT SHALL
NOT BECOME EFFECTIVE UNLESS AND UNTIL THE AGENT HAS RECEIVED ONE OR MORE
COUNTERPARTS OF THIS AMENDMENT, DULY EXECUTED, COMPLETED AND DELIVERED BY
HOLDINGS, EACH BORROWER, THE OTHER CREDIT PARTIES, THE REQUISITE LENDERS AND THE
AGENT.
8.
REIMBURSEMENT OF EXPENSES.
THE BORROWERS HEREBY JOINTLY AND
SEVERALLY AGREE TO REIMBURSE THE AGENT ON DEMAND FOR ALL REASONABLE FEES AND
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION THE
REASONABLE AND ACTUAL FEES AND EXPENSES OF ITS
3
COUNSEL) INCURRED BY THE AGENT IN CONNECTION WITH THE NEGOTIATION, DOCUMENTATION
AND CONSUMMATION OF THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN
CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY.
9.