OR
ANY OF ITS SUBSIDIARIES OTHER THAN THOSE LIENS PERMITTED BY THE LOAN DOCUMENTS;
AND
(IV)
DO NOT AND WILL NOT REQUIRE THE CONSENT OF,
AUTHORIZATION BY, APPROVAL OF, NOTICE TO, OR FILING OR REGISTRATION WITH, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON, OTHER THAN THOSE WHICH PRIOR TO THE
AMENDMENT EFFECTIVE DATE WILL HAVE BEEN OBTAINED OR MADE AND COPIES OF WHICH
PRIOR TO THE AMENDMENT EFFECTIVE DATE WILL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT AND EACH OF WHICH ON THE AMENDMENT EFFECTIVE DATE WILL BE
IN FULL FORCE AND EFFECT.
(D)
NO ACTION, SUIT, INVESTIGATION, OR
PROCEEDING EXISTS OR IS THREATENED, OF THE TYPE DESCRIBED IN SECTION 4.6 OF THE
CREDIT AGREEMENT OR THAT SEEKS TO AFFECT ANY TRANSACTION CONTEMPLATED BY THIS
AMENDMENT OR PERMITTED HEREIN.
(E)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE BORROWER AND HOLDINGS. EACH OF THIS AMENDMENT AND THE CREDIT
AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER
AND HOLDINGS, ENFORCEABLE AGAINST SUCH PERSON IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY
EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
(F)
THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER AND HOLDINGS IN CLAUSES (B) THROUGH (E) OF THIS SECTION 4.1 WILL BE ON
THE AMENDMENT EFFECTIVE DATE TRUE, CORRECT AND COMPLETE WITH THE SAME EFFECT AS
THOUGH MADE ON AND AS OF THE AMENDMENT EFFECTIVE DATE.
4.2.
SURVIVAL. THE REPRESENTATIONS AND WARRANTIES IN
SECTION 4.1 SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE
AMENDMENT EFFECTIVE DATE.
4.3.
POST-CLOSING COVENANT. THE BORROWER AGREES TO
PROVIDE THE DOCUMENTS REQUIRED PURSUANT TO SECTION B OF ANNEX 1 ATTACHED HERETO,
WITHIN THE TIME PERIOD SET FORTH THEREIN (OR SUCH OTHER TIME PERIOD AS MAY BE
REQUESTED BY THE BORROWER AND AGREED BY THE REQUISITE LENDERS). FAILURE TO
PROVIDE SUCH DOCUMENTS WITHIN SUCH TIME PERIOD SHALL CONSTITUTE AN EVENT OF
DEFAULT UNDER THE CREDIT AGREEMENT.
21
ARTICLE 5
MISCELLANEOUS
5.1.
NO OTHER AMENDMENTS; RESERVATION OF RIGHTS; NO
WAIVER. OTHER THAN AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AMENDMENT SHALL
NOT BE DEEMED TO OPERATE AS AN AMENDMENT OR WAIVER OF, OR TO PREJUDICE, ANY
RIGHT, POWER, PRIVILEGE OR REMEDY OF ANY SECURED PARTY UNDER THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOR SHALL THE ENTERING INTO OF THIS
AMENDMENT PRECLUDE ANY SECURED PARTY FROM REFUSING TO ENTER INTO ANY FURTHER
AMENDMENTS WITH RESPECT TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
EXCEPT AS SPECIFIED IN ARTICLE 2, THIS AMENDMENT SHALL NOT CONSTITUTE A WAIVER
OF COMPLIANCE (I) WITH ANY COVENANT OR OTHER PROVISION IN THE CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR (II) OF THE OCCURRENCE OR CONTINUANCE OF ANY
PRESENT OR FUTURE DEFAULT OR EVENT OF DEFAULT.
5.2.
RATIFICATION AND CONFIRMATION. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AMENDMENT, THE TERMS, PROVISIONS AND CONDITIONS OF
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE HEREBY RATIFIED AND
CONFIRMED AND