PARTY HERETO OR THERETO, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY, BY GENERAL EQUITABLE PRINCIPLES OR BY
PRINCIPLES OF GOOD FAITH AND FAIR DEALING (REGARDLESS OF WHETHER ENFORCEMENT IS
SOUGHT IN EQUITY OR AT LAW).
2.2
NO VIOLATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH
CREDIT PARTY OF THIS FIRST AMENDMENT AND EACH OF THE OTHER CREDIT DOCUMENTS
CONTEMPLATED HEREBY TO WHICH IT IS A PARTY, AND COMPLIANCE BY IT WITH THE TERMS
HEREOF AND THEREOF, DO NOT AND WILL NOT (I) VIOLATE ANY PROVISION OF ITS
ARTICLES OR CERTIFICATE OF INCORPORATION OR FORMATION, ITS BYLAWS OR OPERATING
AGREEMENT, OR OTHER APPLICABLE FORMATION OR ORGANIZATIONAL DOCUMENTS,
(II) CONTRAVENE ANY OTHER REQUIREMENT OF LAW APPLICABLE TO IT, (III) CONFLICT
WITH, RESULT IN A BREACH OF OR CONSTITUTE (WITH NOTICE, LAPSE OF TIME OR BOTH) A
DEFAULT UNDER ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A
PARTY, BY WHICH IT OR ANY OF ITS PROPERTIES IS BOUND OR TO WHICH IT IS SUBJECT,
OR (IV) EXCEPT FOR THE LIENS GRANTED IN FAVOR OF THE ADMINISTRATIVE AGENT
PURSUANT TO THE SECURITY DOCUMENTS, RESULT IN OR REQUIRE THE CREATION OR
IMPOSITION OF ANY LIEN UPON ANY OF ITS PROPERTIES, REVENUES OR ASSETS; EXCEPT,
IN THE CASE OF CLAUSES (II) AND (III) ABOVE, WHERE SUCH VIOLATIONS OR CONFLICTS,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
2.3
GOVERNMENTAL AND THIRD-PARTY AUTHORIZATION.
NO CONSENT, APPROVAL,
AUTHORIZATION OR OTHER ACTION BY, NOTICE TO, OR REGISTRATION OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON IS OR WILL BE REQUIRED AS A CONDITION TO
OR OTHERWISE IN CONNECTION WITH THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH CREDIT PARTY OF THIS FIRST AMENDMENT OR ANY OF THE OTHER CREDIT DOCUMENTS
CONTEMPLATED HEREBY TO WHICH IT IS A PARTY OR THE LEGALITY, VALIDITY OR
ENFORCEABILITY HEREOF OR THEREOF.
2.4
REPRESENTATIONS AND WARRANTIES; NO DEFAULT.
BOTH IMMEDIATELY
BEFORE AND AFTER GIVING EFFECT TO THIS FIRST AMENDMENT, (I) ALL REPRESENTATIONS
AND WARRANTIES OF THE CREDIT PARTIES
3
CONTAINED HEREIN, IN THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND IN THE OTHER
CREDIT DOCUMENTS QUALIFIED AS TO MATERIALITY ARE TRUE AND CORRECT AND THOSE NOT
SO QUALIFIED ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT
ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF
A SPECIFIC DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY IS TRUE AND
CORRECT (IF QUALIFIED AS TO MATERIALITY) OR TRUE AND CORRECT IN ALL MATERIAL
RESPECTS (IF NOT SO QUALIFIED), IN EACH CASE AS OF SUCH DATE), AND (II) NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
ARTICLE III
CONDITIONS PRECEDENT
3.1
CONDITIONS OF EFFECTIVENESS.
THIS FIRST AMENDMENT SHALL BECOME
EFFECTIVE AS OF THE DATE WHEN, AND ONLY WHEN, EACH OF THE FOLLOWING CONDITIONS
PRECEDENT SHALL HAVE BEEN SATISFIED:
(A)
THE ADMINISTRATIVE AGENT SHALL