EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; AND
(E)
ALL CORPORATE AND PARTNERSHIP AND LIMITED LIABILITY COMPANY
PROCEEDINGS TAKEN IN CONNECTION WITH THE JAPANESE SUBSIDIARY TRANSACTIONS AND
ALL DOCUMENTS, INSTRUMENTS AND OTHER LEGAL MATTERS INCIDENT THERETO, SHALL BE
SATISFACTORY TO THE AGENT.
11
SECTION 4.02
LIMITED NATURE OF CONSENT.
CONSUMMATION OF THE PROPOSED
TRANSACTION IN ACCORDANCE WITH THE TERMS, PROVISIONS AND CONDITIONS OF THIS
AMENDMENT SHALL NOT CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THE FOREGOING CONSENT DESCRIBED IN THIS
ARTICLE IV IS STRICTLY LIMITED TO THE PROPOSED TRANSACTION AS DESCRIBED AND
LIMITED BY THIS AMENDMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN
THIS AMENDMENT, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS A WAIVER BY AGENT
OR ANY LENDER OF ANY COVENANT OR PROVISION OF THE LOAN AGREEMENT, THE OTHER LOAN
DOCUMENTS, THIS AMENDMENT, OR ANY OF OTHER CONTRACT OR INSTRUMENT BETWEEN EACH
BORROWER AND AGENT AND/OR ANY LENDER OR AS A CONSENT BY AGENT OR ANY LENDER TO
ANY OTHER TRANSACTION INVOLVING BORROWER OR ANY AFFILIATE OF BORROWER.
IN
ADDITION, THE FAILURE OF AGENT OR ANY LENDER AT ANY TIME OR TIMES HEREAFTER TO
REQUIRE STRICT PERFORMANCE BY EACH BORROWER OF ANY PROVISION THEREOF SHALL NOT
WAIVE, AFFECT OR DIMINISH ANY RIGHT OF AGENT OR ANY LENDER TO THEREAFTER DEMAND
STRICT COMPLIANCE THEREWITH.
THE AGENT AND EACH LENDER HEREBY RESERVES ALL
RIGHTS GRANTED UNDER THE LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS, THIS
AMENDMENT AND ANY OTHER CONTRACT OR INSTRUMENT BETWEEN ANY BORROWER AND AGENT
AND/OR ANY LENDER.
ARTICLE V.
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
SECTION 5.01
RATIFICATIONS.
THE TERMS AND PROVISIONS SET FORTH IN THIS
AMENDMENT SHALL MODIFY AND SUPERSEDE ALL INCONSISTENT TERMS AND PROVISIONS SET
FORTH IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EXCEPT AS
EXPRESSLY MODIFIED AND SUPERSEDED BY THIS AMENDMENT, THE TERMS AND PROVISIONS OF
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND
SHALL CONTINUE IN FULL FORCE AND EFFECT.
BORROWER, AGENT AND LENDERS AGREE THAT
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, SHALL
CONTINUE TO BE LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
SECTION 5.02
REPRESENTATIONS AND WARRANTIES.
EACH BORROWER HEREBY
REPRESENTS AND WARRANTS TO AGENT AND LENDERS THAT (A) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AMENDMENT AND ANY AND ALL OTHER LOAN DOCUMENTS EXECUTED
AND/OR DELIVERED IN CONNECTION HEREWITH HAVE BEEN AUTHORIZED BY ALL REQUISITE
CORPORATE AND PARTNERSHIP ACTION ON THE PART OF EACH BORROWER AND WILL NOT
VIOLATE THE CERTIFICATE OF INCORPORATION OR BYLAWS OF ORIGINAL BORROWER OR THE
CERTIFICATE OF LIMITED PARTNERSHIP OR LIMITED PARTNERSHIP AGREEMENT OF
ADDITIONAL BORROWER; (B) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
LOAN AGREEMENT, AS AMENDED HEREBY, AND ANY OTHER LOAN DOCUMENT ARE TRUE AND
CORRECT ON AND AS OF THE DATE HEREOF AND ON AND AS OF THE DATE OF EXECUTION
HEREOF AS THOUGH MADE ON AND AS OF EACH SUCH DATE; (C) NO EVENT OF DEFAULT