Borrower and each other Loan Party hereby represents and warrants to
the Lenders and the Administrative Agent that:
SECTION 3.1.
EXISTING REPRESENTATIONS. AS OF THE
DATE HEREOF AND AFTER GIVING EFFECT TO THIS THIRD AMENDMENT, EACH AND EVERY ONE
OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN DOCUMENTS SHALL BE
TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS AND WITH THE SAME EFFECT AS THOUGH
MADE ON THE DATE HEREOF, AND EACH SHALL HEREBY BE INCORPORATED HEREIN IN FULL BY
REFERENCE AS IF RESTATED HEREIN IN ITS ENTIRETY, EXCEPT FOR ANY REPRESENTATION
OR WARRANTY LIMITED BY ITS TERMS TO A SPECIFIC DATE AND EXCEPT FOR CHANGES
CONTEMPLATED BY THIS THIRD AMENDMENT OR IN THE ORDINARY COURSE OF BUSINESS WHICH
ARE NOT PROHIBITED BY THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND WHICH SHALL
NOT, EITHER SINGLY OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE CHANGE.
7
SECTION 3.2.
NO DEFAULT.
AS OF THE DATE HEREOF,
THERE EXISTS NO DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT, AS
AMENDED HEREBY, AND NO EVENT WHICH, WITH THE GIVING OF NOTICE OR LAPSE OF TIME,
OR BOTH, WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT.
SECTION 3.3.
POWER, AUTHORITY, CONSENTS.
THE
BORROWER AND EACH OF ITS SUBSIDIARIES HAS THE POWER TO EXECUTE, DELIVER AND
PERFORM THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT.
THE BORROWER
AND EACH OF ITS SUBSIDIARIES HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS THIRD AMENDMENT.
NO CONSENT OR
APPROVAL OF ANY PERSON OTHER THAN THOSE THAT HAVE BEEN OBTAINED IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES OF THIS THIRD AMENDMENT OR THE CONSUMMATION OF ANY OF THE
TRANSACTIONS CONSENTED TO IN SECTION 1 HEREOF.
SECTION 3.4.
NO VIOLATION OF LAW OR AGREEMENTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER AND EACH OF ITS
SUBSIDIARIES OF THIS THIRD AMENDMENT WILL NOT VIOLATE ANY PROVISION OF LAW
PRESENTLY IN EFFECT AND WILL NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY
ORDER, WRIT, INJUNCTION, ORDINANCE, RESOLUTION, DECREE, OR OTHER SIMILAR
DOCUMENT OR INSTRUMENT PRESENTLY IN EFFECT OF ANY COURT OR GOVERNMENTAL
AUTHORITY, BUREAU OR AGENCY, DOMESTIC OR FOREIGN, OR THE CERTIFICATE OF
INCORPORATION OR BY-LAWS OF THE BORROWER OR SUCH SUBSIDIARY, OR CREATE (WITH OR
WITHOUT THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH) A DEFAULT UNDER OR
BREACH OF ANY AGREEMENT, BOND, NOTE OR INDENTURE PRESENTLY IN EFFECT TO WHICH
THE BORROWER OR ANY SUBSIDIARY IS A PARTY, OR BY WHICH ANY OF THEM IS BOUND OR
ANY OF THEIR PROPERTIES OR ASSETS IS AFFECTED, OR RESULT IN THE IMPOSITION OF
ANY LIEN OF ANY NATURE WHATSOEVER UPON ANY OF THE PROPERTIES OR ASSETS OWNED BY
OR USED IN CONNECTION WITH THE BUSINESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, EXCEPT FOR THE LIENS CREATED AND GRANTED PURSUANT TO THE
COLLATERAL DOCUMENTS AS ACKNOWLEDGED AND CONFIRMED HEREIN.
SECTION 3.5.
BINDING EFFECT.
THIS THIRD