(m) other Indebtedness not otherwise permitted under thisSection 7.07 unless an Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would result therefrom;provided that the aggregate principal amount of Indebtedness of Subsidiaries not otherwise permitted undersubsections (a) through(l) above, when added, without duplication, to secured Indebtedness of the Company and any Subsidiary permitted bySection 7.01(s) (and not otherwise permitted underSection 7.01(a) through(r)) and any other Indebtedness of the Company that is Guaranteed by any Subsidiary (other than any Guarantees permitted bysubsections (j) or(l) above), shall not exceed the Permitted Priority Amount on any such date.”.
2.Effectiveness; Conditions Precedent. This Amendment, and the amendments to the Credit Agreement provided inSection 1 hereof, shall be effective as of the date first written above upon the receipt by the Administrative Agent of counterparts of this Amendment, duly executed by the Company and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf).
3.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders, both before and after giving effect to this Amendment, as follows:
(a) the representations and warranties contained inArticle V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date;
(b) this Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the rights of creditors, and subject to equitable principles of general application; and
(c) no Default or Event of Default under the Credit Agreement has occurred and is continuing.
4.Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance withSection 10.01 of the Credit Agreement.
5.Full Force and Effect of Credit Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Credit Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms.
6.Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, and shall be further subject to the provisions ofSections 10.17 and10.18 of the Credit Agreement.
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