time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.
All cash Proceeds received by
the Administrative Agent in respect of any sale of, collection from, or other
realization upon, all
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or any part of the Collateral (after payment of any amounts incurred by the
Administrative Agent or any of the Secured Parties in connection with such sale)
shall be deposited into the Collection Account and to be applied against all or
any part of the Obligations pursuant to Section 2.8.
(C)
IF THE ADMINISTRATIVE AGENT PROPOSES TO SELL THE
COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT A PUBLIC OR PRIVATE
SALE, THE BORROWER SHALL HAVE THE RIGHT OF FIRST REFUSAL TO REPURCHASE THE
COLLATERAL, IN WHOLE BUT NOT IN PART, PRIOR TO SUCH SALE AT A PRICE NOT LESS
THAN THE OBLIGATIONS AS OF THE DATE OF SUCH PROPOSED REPURCHASE.
THE
AFOREMENTIONED RIGHTS AND REMEDIES SHALL BE WITHOUT LIMITATION, AND SHALL BE IN
ADDITION TO ALL OTHER RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND THE
SECURED PARTIES OTHERWISE AVAILABLE UNDER ANY PROVISION OF THIS AGREEMENT BY
OPERATION OF LAW, AT EQUITY OR OTHERWISE, EACH OF WHICH ARE EXPRESSLY PRESERVED.
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS AND
WARRANTS TO EACH OF THE OTHER PARTIES HERETO, THAT:
(A)
THIS AMENDMENT CONSTITUTES ITS LEGAL, VALID
AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS; AND
(B)
ON THE DATE HEREOF, BEFORE AND AFTER GIVING
EFFECT TO THIS AMENDMENT, OTHER THAN AS AMENDED OR WAIVED PURSUANT TO THIS
AMENDMENT, NO EARLY TERMINATION EVENT OR UNMATURED TERMINATION EVENT HAS
OCCURRED AND IS CONTINUING.
SECTION 3.
CONDITION.
(A)
THIS AMENDMENT SHALL BECOME EFFECTIVE ON
THE FIRST BUSINESS DAY (THE "EFFECTIVE DATE") ON WHICH THE ADMINISTRATIVE AGENT
OR ITS COUNSEL HAS RECEIVED COUNTERPART SIGNATURE PAGES OF THIS AMENDMENT,
EXECUTED BY EACH OF THE PARTIES HERETO.
SECTION 4.
REFERENCE TO AND EFFECT ON THE TRANSACTION DOCUMENTS.
(A)
UPON THE EFFECTIVE DATE, (I) EACH REFERENCE
IN THE CREDIT AGREEMENT TO "THIS CREDIT AGREEMENT", "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED OR OTHERWISE MODIFIED HEREBY, AND
(II) EACH REFERENCE TO THE CREDIT AGREEMENT IN ANY OTHER TRANSACTION DOCUMENT OR
ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED AND/OR DELIVERED IN
CONNECTION THEREWITH, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS
AMENDED OR OTHERWISE MODIFIED HEREBY.
(B)
EXCEPT AS SPECIFICALLY AMENDED, TERMINATED
OR OTHERWISE MODIFIED ABOVE, THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT
(INCLUDING ALL OTHER AMENDMENTS THERETO), OF ALL OTHER TRANSACTION DOCUMENTS AND
ANY OTHER DOCUMENTS, INSTRUMENTS AND
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AGREEMENTS EXECUTED AND/OR DELIVERED IN CONNECTION THEREWITH, SHALL REMAIN IN
FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE ADMINISTRATIVE