LEGAL, VALID, BINDING,
AND ENFORCEABLE OBLIGATIONS OF THE BORROWER.
5.
NO NOVATION OR MUTUAL DEPARTURE.
THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT (I) THERE HAS NOT BEEN, AND THIS AMENDMENT DOES NOT
CONSTITUTE OR ESTABLISH, A NOVATION WITH RESPECT TO THE CREDIT AGREEMENT OR ANY
OF THE CREDIT DOCUMENTS, OR A MUTUAL DEPARTURE FROM THE STRICT TERMS,
PROVISIONS, AND CONDITIONS THEREOF, AND (II) NOTHING IN THIS AMENDMENT SHALL
AFFECT OR LIMIT THE AGENT'S OR THE LENDER'S RIGHT TO DEMAND PAYMENT OF
LIABILITIES OWING FROM THE BORROWER TO THE AGENT AND THE LENDERS UNDER, OR TO
DEMAND STRICT PERFORMANCE OF THE TERMS, PROVISIONS AND CONDITIONS OF, THE CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS, TO EXERCISE ANY AND ALL RIGHTS, POWERS
AND REMEDIES UNDER THE CREDIT AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR AT LAW
OR IN EQUITY, OR TO DO ANY AND ALL OF THE FOREGOING, IMMEDIATELY AT ANY TIME
AFTER THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT UNDER THE CREDIT
AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
6.
RATIFICATION.
THE BORROWER HEREBY RESTATES, RATIFIES, AND
REAFFIRMS EACH AND EVERY TERM, COVENANT, AND CONDITION SET FORTH IN THE CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY EFFECTIVE AS OF
THE DATE HEREOF.
7.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
8.
SECTION REFERENCES.
SECTION TITLES AND REFERENCES USED IN THIS
AMENDMENT SHALL BE WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER
AND ARE NOT A PART OF THE AGREEMENTS AMONG THE PARTIES HERETO EVIDENCED HEREBY.
9.
NO DEFAULT.
TO INDUCE THE AGENT AND THE LENDERS TO ENTER INTO
THIS AMENDMENT AND TO CONTINUE TO MAKE ADVANCES PURSUANT TO THE CREDIT AGREEMENT
(SUBJECT TO THE TERMS AND CONDITIONS HEREOF), THE BORROWER HEREBY ACKNOWLEDGES
AND AGREES THAT, AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THE TERMS
HEREOF, THERE EXISTS (I) NO DEFAULT OR EVENT OF DEFAULT AND (II) NO RIGHT OF
OFFSET, DEFENSE, COUNTERCLAIM, CLAIM, OR OBJECTION IN FAVOR OF THE BORROWER
ARISING OUT OF OR WITH RESPECT TO ANY OF THE LOANS OR OTHER OBLIGATIONS OF THE
BORROWER OWED TO THE LENDERS UNDER THE CREDIT AGREEMENT OR ANY CREDIT DOCUMENT.
10.
FURTHER ASSURANCES.
THE BORROWER AGREES TO TAKE SUCH FURTHER
ACTIONS AS THE AGENT SHALL REASONABLY REQUEST IN CONNECTION HEREWITH TO EVIDENCE
THE AMENDMENTS HEREIN CONTAINED.
11.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
12.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL BECOME EFFECTIVE ONLY
UPON (I) EXECUTION AND DELIVERY OF THIS AMENDMENT BY THE BORROWER, THE AGENT,
AND THE REQUIRED LENDERS AND (II) THE CONSENT AND REAFFIRMATION OF THE
GUARANTORS AT THE END HEREOF, EXECUTED AND DELIVERED BY THE GUARANTORS.
[Signatures on