SIGNING AND DELIVERING THIS LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS; (II) UNDERSTANDS THE PROVISIONS OF THIS LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING ALL WAIVERS CONTAINED THEREIN; AND (III) SIGNS AND
DELIVERS THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS FREELY AND
VOLUNTARILY, WITHOUT DURESS OR COERCION.
(R)
CUSTOMER IDENTIFICATION - USA PATRIOT ACT
NOTICE; OFAC AND BANK SECRECY ACT.
ADMINISTRATIVE AGENT HEREBY NOTIFIES
BORROWER AND EACH CREDIT PARTY THAT PURSUANT TO THE REQUIREMENTS OF THE USA
PATRIOT ACT, AND ADMINISTRATIVE AGENT'S POLICIES AND PRACTICES, ADMINISTRATIVE
AGENT IS REQUIRED TO OBTAIN, VERIFY AND RECORD CERTAIN INFORMATION AND
DOCUMENTATION THAT IDENTIFIES BORROWER AND EACH CREDIT PARTY, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF BORROWER AND EACH CREDIT PARTY AND SUCH OTHER
INFORMATION THAT WILL ALLOW ADMINISTRATIVE AGENT TO IDENTIFY BORROWER AND EACH
CREDIT PARTY IN ACCORDANCE WITH THE USA PATRIOT ACT.
IN ADDITION, BORROWER
SHALL (A) ENSURE THAT NO PERSON WHO OWNS A CONTROLLING INTEREST IN OR OTHERWISE
CONTROLS BORROWER OR ANY SUBSIDIARY OF BORROWER IS OR SHALL BE LISTED ON THE
SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST OR OTHER SIMILAR LISTS
MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC"), THE DEPARTMENT OF
THE TREASURY OR INCLUDED IN ANY EXECUTIVE ORDERS, (B) NOT USE OR PERMIT THE USE
OF THE PROCEEDS OF THE LOAN TO VIOLATE ANY OF THE FOREIGN ASSET CONTROL
REGULATIONS OF OFAC OR ANY ENABLING STATUTE OR EXECUTIVE ORDER RELATING THERETO,
AND (C) COMPLY, AND CAUSE ITS SUBSIDIARIES TO COMPLY, WITH ALL APPLICABLE LAWS.
(S)
AMENDMENT.
(I)
NEITHER THIS LOAN AGREEMENT NOR ANY
OTHER LOAN DOCUMENT, NOR ANY PROVISION HEREOF OR THEREOF, INCLUDING WITHOUT
LIMITATION THIS SECTION 3.8(S), MAY BE AMENDED, MODIFIED, WAIVED, DISCHARGED OR
TERMINATED, OR ANY CONSENT RELATED THERETO GRANTED, ORALLY, BUT ONLY BY AN
INSTRUMENT IN WRITING SIGNED BY BORROWER AND MAJORITY LENDERS; PROVIDED,
HOWEVER, THAT NO SUCH AMENDMENT, MODIFICATION, WAIVER, DISCHARGE, TERMINATION OR
CONSENT SHALL, WITHOUT THE CONSENT OF EACH LENDER (A) EXTEND THE MATURITY DATE,
EXTEND THE TIME OF PAYMENT FOR OR REDUCE THE AMOUNT OF ANY SCHEDULED PRINCIPAL
REPAYMENT, OR REDUCE THE RATE OR EXTEND THE TIME OF PAYMENT OF INTEREST ON THE
LOAN OR NOTE (EXCEPT THAT ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION, WITHOUT
THE CONSENT OF ANY OF THE LENDERS, BUT UPON NOTICE TO THE LENDERS, SO LONG AS NO
OTHER DEFAULT THEN EXISTS HEREUNDER, WAIVE (I) THE APPLICABILITY OF UP TO TWO
(2) LATE CHARGES DURING THE TERM OF THE LOAN, SO LONG AS THE PAYMENT TO WHICH
SUCH LATE CHARGE RELATES WAS PAID WITHIN TEN (10) DAYS AFTER SUCH PAYMENT WAS
DUE AND (II) THE APPLICABILITY OF A DEFAULT RATE INCREASE FOR UP TO THIRTY (30)
DAYS IF BORROWER HAS PAID A LATE CHARGE WITH RESPECT TO THE PAST-DUE PAYMENT
GIVING RISE TO SUCH OTHERWISE INCREASED INTEREST RATE) OR REDUCE THE PRINCIPAL
AMOUNT THEREOF, (B) RELEASE ANY RIG OR OTHER MATERIAL AMOUNT OF COLLATERAL FOR
THE LOAN (EXCEPT AS EXPRESSLY PROVIDED IN THE LOAN DOCUMENTS), (C) AMEND, MODIFY
OR WAIVE ANY PROVISION OF