(IV) AFFIRMS THAT NOTHING CONTAINED THEREIN SHALL MODIFY IN ANY
RESPECT WHATSOEVER ITS GUARANTY OF THE OBLIGATIONS OF THE BORROWERS TO LENDERS
PURSUANT TO THE TERMS OF ITS GUARANTY IN FAVOR OF ADMINISTRATIVE AGENT AND THE
LENDERS AND (V) REAFFIRMS THAT ITS GUARANTY IS AND SHALL CONTINUE TO REMAIN IN
FULL FORCE AND EFFECT.
SECTION 3.
CONDITIONS.
THE AMENDMENTS TO THE AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT SHALL BE EFFECTIVE UPON THE SATISFACTION OF EACH OF
THE CONDITIONS SET FORTH IN THIS SECTION 3.
3.1
EXECUTION AND DELIVERY.
EACH BORROWER AND EACH GUARANTOR SHALL
HAVE EXECUTED AND DELIVERED THIS AMENDMENT.
3.2
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
OF EACH BORROWER UNDER THE AGREEMENT, AS AMENDED BY THE AMENDMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AS IF THEN MADE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE).
3.3
NO EVENT OF DEFAULT.
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING NOR SHALL ANY EVENT HAVE OCCURRED OR FAILED TO OCCUR WHICH, WITH
THE PASSAGE OF TIME OR SERVICE OF NOTICE, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT.
3.4
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE TRANSACTION
PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT OR ITS SPECIAL COUNSEL MAY
REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
3.5
SENIOR TERM INDEBTEDNESS CONSENT.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A COPY OF A CONSENT TO THE INCURRENCE OF THE INDEBTEDNESS UNDER
THE SENIOR NOTES (AS DEFINED IN THE AGREEMENT AFTER GIVING EFFECT TO THIS
AMENDMENT), IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
EXECUTED BY THE HOLDERS OF THE SENIOR TERM INDEBTEDNESS (OR AT LEAST THE
REQUISITE PERCENTAGE THEREOF).
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF BORROWERS.
TO INDUCE THE
LENDERS TO ENTER INTO THIS AMENDMENT, THE BORROWERS HEREBY REPRESENT AND WARRANT
TO THE LENDERS AS FOLLOWS:
4.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER
ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN, EACH REPRESENTATION
AND WARRANTY OF ANY BORROWER OR ANY GUARANTOR CONTAINED IN THE AGREEMENT OR IN
ANY OF THE OTHER LOAN DOCUMENTS IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
THE DATE HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE
SOLELY TO AN EARLIER DATE).
7
4.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH BORROWER AND EACH GUARANTOR (TO THE EXTENT A PARTY HERETO OR
THERETO) OF THIS AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS
CONTEMPLATED HEREIN ARE WITHIN EACH SUCH BORROWER'S OR SUCH GUARANTOR'S
CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY NECESSARY
ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY COURT OR
AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY
PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING UPON ANY BORROWER OR
ANY GUARANTOR OR RESULT IN THE CREATION