AGREEMENT.
THE
WAIVER REFERENCED IN THIS ARTICLE DOES NOT CREATE ANY OBLIGATION ON THE PART OF
ADMINISTRATIVE AGENT OR ANY LENDERS TO GRANT A SIMILAR WAIVER OR WAIVERS UNDER
SIMILAR OR DISSIMILAR FUTURE CIRCUMSTANCES.
EXCEPT AS EXPRESSLY LIMITED BY THE
WAIVER REFERENCED IN THIS ARTICLE, ADMINISTRATIVE AGENT OR ANY LENDERS RESERVE
THE RIGHT TO ENFORCE EACH PROVISION OF THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS IN STRICT ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF.
ARTICLE IV
AMENDMENT FEE
4.1
AMENDMENT FEE. THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER (PRO RATA IN ACCORDANCE WITH THE TOTAL
COMMITMENT OF EACH LENDER) AN AMENDMENT FEE IN THE AMOUNT OF THE TOTAL
COMMITMENT TIMES 0.40%.
3
ARTICLE V
CONDITIONS PRECEDENT
5.1
CONDITIONS.
THE EFFECTIVENESS OF THIS AMENDMENT IS SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
FEES AND EXPENSES.
BORROWER SHALL HAVE PAID ALL FEES, COSTS AND
EXPENSES PAYABLE TO LENDERS OR ADMINISTRATIVE AGENT UNDER THE AGREEMENT OR ANY
OTHER AGREEMENT OR ARRANGEMENT, INCLUDING WITHOUT LIMITATION THE AMENDMENT FEE
REFERENCED IN SECTION 4.1 OF THIS AMENDMENT AND THOSE REFERRED TO IN
SECTION 12.03 OF THE AGREEMENT AND IN ANY FEE LETTER.
(B)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN AND IN ALL OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
SHALL BE TRUE AND CORRECT AS OF THE DATE HEREOF AS IF MADE ON THE DATE HEREOF.
(C)
NO DEFAULT.
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING.
(D)
REVOLVING CREDIT NOTES. BORROWER SHALL HAVE EXECUTED AND DELIVERED
TO ADMINISTRATIVE AGENT THE AMENDED AND RESTATED REVOLVING CREDIT NOTES PROVIDED
BY ADMINISTRATIVE AGENT TO BORROWER FOR EXECUTION.
ARTICLE VI
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
6.1
RATIFICATIONS.
THE TERMS AND PROVISIONS SET FORTH IN THIS
AMENDMENT SHALL MODIFY AND SUPERSEDE ALL INCONSISTENT TERMS AND PROVISIONS SET
FORTH IN THE AGREEMENT AND EXCEPT AS EXPRESSLY MODIFIED AND SUPERSEDED BY THIS
AMENDMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND
EFFECT.
BORROWER AGREES THAT THE AGREEMENT, AS AMENDED HEREBY, AND THE OTHER
LOAN DOCUMENTS SHALL CONTINUE TO BE LEGAL, VALID, BINDING AND ENFORCEABLE IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
6.2
REPRESENTATIONS AND WARRANTIES.
BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE LENDERS THAT (1) THE EXECUTION,
DELIVERY, AND PERFORMANCE BY THE BORROWER AND THE GUARANTORS OF THIS AMENDMENT
AND COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF HAVE BEEN DULY AUTHORIZED BY
ALL REQUISITE ACTION ON THE PART OF EACH SUCH PERSON AND DO NOT AND WILL NOT
(A) VIOLATE OR CONFLICT WITH, OR RESULT IN A BREACH OF, OR REQUIRE ANY CONSENT
UNDER (I) THE ARTICLES OF INCORPORATION, CERTIFICATE OF INCORPORATION, BYLAWS,
PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS OF ANY SUCH PERSON,
(II) ANY APPLICABLE LAW, RULE, OR REGULATION OR ANY ORDER, WRIT, INJUNCTION, OR
DECREE OF ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR, OR (III) ANY MATERIAL
AGREEMENT OR INSTRUMENT TO WHICH ANY SUCH PERSON