EQUITY OR AT LAW) AND (II) IS IN FULL
FORCE AND EFFECT.
NEITHER THE EXECUTION OR DELIVERY OF THE CONSENT OR THIS
AMENDMENT BY THE BORROWER OR ANY OF THE GUARANTORS, AS APPLICABLE, OR THE
PERFORMANCE BY THE BORROWER OR THE GUARANTORS OF THEIR RESPECTIVE OBLIGATIONS
UNDER THE CONSENT, THIS AMENDMENT OR THE CREDIT AGREEMENT (AS AMENDED HEREBY),
WILL
2
ADVERSELY AFFECT THE VALIDITY, PERFECTION OR PRIORITY OF THE ADMINISTRATIVE
AGENT'S LIEN ON ANY OF THE COLLATERAL OR ITS ABILITY TO REALIZE THEREON.
(C)
REPRESENTATIONS AND WARRANTIES.
AFTER GIVING EFFECT TO THIS
AMENDMENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS (OTHER THAN ANY SUCH REPRESENTATIONS AND WARRANTIES
THAT, BY THEIR TERMS, ARE SPECIFICALLY MADE AS OF A DATE OTHER THAN THE DATE
HEREOF) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF AS THOUGH MADE ON AND AS OF THE DATE HEREOF.
(D)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THE CONSENT
OR THIS AMENDMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY, NOR THE PERFORMANCE OF AND COMPLIANCE WITH THE TERMS AND PROVISIONS
HEREOF OR OF THE CREDIT AGREEMENT (AS AMENDED HEREBY) BY ANY LOAN PARTY WILL, AT
THE TIME OF SUCH PERFORMANCE, (A) VIOLATE ANY REQUIREMENT OF LAW OR ANY MATERIAL
CONTRACTUAL OBLIGATION OF ANY LOAN PARTY, EXCEPT FOR ANY VIOLATION THAT COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B) RESULT IN,
OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN LIENS CREATED BY
OR OTHERWISE PERMITTED BY THE LOAN DOCUMENTS) ON ANY OF THEIR RESPECTIVE
PROPERTIES PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH CONTRACTUAL
OBLIGATION.
(E)
NO DEFAULT.
BOTH BEFORE AND AFTER GIVING EFFECT TO THIS
AMENDMENT, NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES A DEFAULT OR
EVENT OF DEFAULT.
4.
REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(A)
UPON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE
IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF
LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER
LOAN DOCUMENTS TO "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF
LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO
THE CREDIT AGREEMENT AS AMENDED HEREBY.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY AMENDED BY THIS AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE SECURITY DOCUMENTS AND ALL OF THE
COLLATERAL DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF ALL
OBLIGATIONS UNDER AND AS DEFINED THEREIN, IN EACH CASE AS MODIFIED HEREBY.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT,
POWER OR REMEDY OF ANY SECURED PARTY UNDER ANY