AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW) AND (II) IS IN FULL
FORCE AND EFFECT.
NEITHER THE EXECUTION OR
7
DELIVERY OF THE CONSENT OR THIS AMENDMENT BY THE BORROWER OR ANY OF THE
GUARANTORS, AS APPLICABLE, OR THE PERFORMANCE BY THE BORROWER OR THE GUARANTORS
OF THEIR RESPECTIVE OBLIGATIONS UNDER THE CONSENT, THIS AMENDMENT OR THE CREDIT
AGREEMENT (AS AMENDED HEREBY), WILL ADVERSELY AFFECT THE VALIDITY, PERFECTION OR
PRIORITY OF THE ADMINISTRATIVE AGENT'S LIEN (FOR THE RATABLE BENEFIT OF SECURED
PARTIES) ON ANY OF THE COLLATERAL OR ITS ABILITY TO REALIZE THEREON.
(C)
REPRESENTATIONS AND WARRANTIES.
AFTER
GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN ANY SUCH
REPRESENTATIONS AND WARRANTIES THAT, BY THEIR TERMS, ARE SPECIFICALLY MADE AS OF
A DATE OTHER THAN THE DATE HEREOF) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF THE DATE HEREOF.
(D)
NO CONFLICTS.
NEITHER THE EXECUTION AND
DELIVERY OF THE CONSENT OR THIS AMENDMENT, NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, NOR THE PERFORMANCE OF AND
COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF, THEREOF OR OF THE CREDIT
AGREEMENT (AS AMENDED HEREBY) BY ANY LOAN PARTY WILL, AT THE TIME OF SUCH
PERFORMANCE, (A) VIOLATE ANY REQUIREMENT OF LAW OR ANY MATERIAL CONTRACTUAL
OBLIGATION OF ANY LOAN PARTY, EXCEPT FOR ANY SUCH VIOLATION THAT COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B) RESULT IN, OR
REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN LIENS CREATED BY OR
OTHERWISE PERMITTED BY THE LOAN DOCUMENTS) ON ANY OF THEIR RESPECTIVE PROPERTIES
PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH CONTRACTUAL OBLIGATION.
(E)
NO DEFAULT.
BOTH BEFORE AND AFTER GIVING
EFFECT TO THIS AMENDMENT, NO EVENT HAS OCCURRED AND IS CONTINUING THAT
CONSTITUTES A DEFAULT OR EVENT OF DEFAULT.
4.
REFERENCE TO AND EFFECT ON THE LOAN
DOCUMENTS.
(A)
UPON AND AFTER THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT AGREEMENT,
AND EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO "THE CREDIT AGREEMENT",
"THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE CREDIT
AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY AMENDED BY THIS
AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL
CONTINUE TO BE IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED
AND CONFIRMED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SECURITY
DOCUMENTS AND ALL OF THE COLLATERAL DESCRIBED THEREIN DO AND SHALL CONTINUE TO
SECURE THE PAYMENT OF ALL OBLIGATIONS UNDER AND AS DEFINED THEREIN, IN EACH CASE
AS MODIFIED HEREBY.
(C)
THE EXECUTION, DELIVERY