10 DAYS PRIOR NOTICE OF AND A COPY THEREOF OR DOCUMENTATION
RELATING TO ANY MERGER, CONSOLIDATION, DISSOLUTION, LIQUIDATION OR AMALGATIONS
PERMITTED UNDER SUBSECTION 3.6(B) OR (C) TO THE ADMINISTRATIVE AGENT.
THE
BORROWER HAS ADVISED THE ADMINISTRATIVE AGENT THAT IT MAY ELECT TO MERGE ADAMS
DIVESTITURE COMPANY LLC WITH OR DISSOLVE ADAMS DIVESTITURE COMPANY LLC INTO
ANOTHER LOAN PARTY ON THE INITIAL FUNDING DATE OR WITHIN 5 BUSINESS DAYS OF THE
INITIAL FUNDING DATE.
THE BORROWER HAS REQUESTED THAT IF IT ELECTS TO SO MERGE
OR DISSOLVE ADAMS DIVESTITURE COMPANY LLC IT BE PERMITTED TO PROVIDE THE
REQUIRED NOTICE AND COPIES OR DOCUMENTATION ON THE INITIAL FUNDING DATE OR SUCH
BUSINESS DAY RATHER THAN 10 DAYS PRIOR TO SUCH DATE.
IN RELIANCE ON THE
REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTORS CONTAINED IN
THIS AGREEMENT AND IN CONNECTION WITH THE REQUEST OF THE BORROWER FOR SUCH
CONSENT, AND SUBJECT TO THE EFFECTIVENESS OF THIS AGREEMENT AS DESCRIBED BELOW,
THE LENDERS PARTY HERETO SO CONSENT, PROVIDED HOWEVER, SUCH CONSENT SHALL NOT
APPLY IF SUCH MERGER OR DISSOLUTION OCCURS MORE THAN FIVE BUSINESS DAYS AFTER
THE INITIAL FUNDING DATE.
SECTION 5.
THIS AGREEMENT SHALL NOT CONSTITUTE A NOVATION OF THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE EXECUTION AND DELIVERY OF THIS AGREEMENT DOES NOT AND WILL NOT
AMEND, MODIFY OR SUPPLEMENT ANY PROVISION OF, OR CONSTITUTE A CONSENT TO OR A
WAIVER OF ANY NONCOMPLIANCE WITH THE PROVISIONS OF, THE LOAN DOCUMENTS, AND THE
LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 6.
EACH OF THE LOAN PARTIES HEREBY REPRESENTS AND WARRANTS TO THE
LENDERS AS FOLLOWS:
(A)
SUCH LOAN PARTY HAS THE RIGHT AND POWER, AND HAS TAKEN ALL
NECESSARY ACTION TO AUTHORIZE IT, TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT
IN ACCORDANCE WITH ITS TERMS.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH LOAN PARTY AND IS A LEGAL, VALID AND BINDING OBLIGATION OF IT,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS DO NOT AND WILL NOT, BY THE PASSAGE OF TIME, THE
GIVING OF NOTICE OR OTHERWISE,
2
(1)
REQUIRE ANY GOVERNMENTAL APPROVAL OR VIOLATE ANY APPLICABLE LAW
RELATING TO SUCH LOAN PARTY;
(2)
CONFLICT WITH, RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT
UNDER THE ORGANIZATIONAL DOCUMENTS OF SUCH LOAN PARTY, ANY MATERIAL PROVISION OF
ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH
IT OR ANY OF ITS PROPERTIES MAY BE BOUND OR ANY GOVERNMENTAL APPROVAL RELATING
TO IT; OR
(3)
RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN
(EXCEPT AS PERMITTED BY THE LOAN DOCUMENTS) UPON OR WITH RESPECT TO ANY PROPERTY
NOW OWNED OR HEREAFTER ACQUIRED BY SUCH LOAN PARTY.
(C)
THE REPRESENTATIONS AND WARRANTIES OF SUCH LOAN PARTY SET FORTH IN
THE LOAN DOCUMENTS ARE TRUE AND CORRECT AS OF THE DATE HEREOF AS