a Respective Loan Party
pursuant to Subsection 13(d)(ii)(5) of this Agreement."
(D)
OMNIBUS AMENDMENT TO OTHER AGREEMENTS. EACH REFERENCE IN EACH
OTHER AGREEMENT TO "LOAN PARTY" AND/OR "LOAN PARTIES", AS APPLICABLE, SHALL BE
DEEMED TO INCLUDE A REFERENCE TO EACH OF HANDLEY AND TARLTON.
SECTION 4.
ACKNOWLEDGEMENTS AND POST-CLOSING MATTERS.
(A)
THE BORROWERS AND THE LOAN PARTIES COVENANT AND AGREE THAT THE
BORROWERS AND THE LOAN PARTIES SHALL DELIVER, OR SHALL CAUSE TO BE DELIVERED, TO
AGENT (EACH IN FORM AND SUBSTANCE SATISFACTORY TO AGENT) SUCH OTHER DOCUMENTS,
AGREEMENTS, CERTIFICATES OR OTHER ITEMS AS AGENT SHALL REASONABLY REQUIRE TO
EFFECTUATE THE INTENT OF THIS CONSENT AND AMENDMENT.
(B)
[POST-CLOSING ITEMS TO BE DETERMINED]
SECTION 5.
EFFECTIVENESS. THE EFFECTIVENESS OF THIS CONSENT AND
AMENDMENT IS SUBJECT TO THE SATISFACTION OF EACH THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THIS CONSENT AND AMENDMENT SHALL HAVE BEEN DULY EXECUTED AND DELIVERED
BY BORROWERS, LOAN PARTIES, AGENT AND EACH LENDER;
(B)
AGENT SHALL HAVE RECEIVED EACH OF THE AGREEMENTS, DOCUMENTS,
CERTIFICATES, OPINIONS OR OTHER INSTRUMENTS LISTED ON THE CLOSING CHECKLIST
ATTACHED HERETO AS ANNEX A, EACH DULY EXECUTED BY THE PARTIES THERETO (AS
APPLICABLE) AND EACH IN FORM AND SUBSTANCE SATISFACTORY TO AGENT AND ON OR
BEFORE THE DATES LISTED THEREIN;
(C)
AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO AGENT, AN OFFICER'S CERTIFICATE OF BORROWER REPRESENTATIVE (A) CERTIFYING
THAT (I) THE PURCHASE IS PERMITTED UNDER THE TERMS AND PROVISIONS OF THE SENIOR
NOTE DOCUMENTS AS IN EFFECT AS OF THE DATE OF THE LOAN AGREEMENT (WITHOUT REGARD
TO ANY SUBSEQUENT WAIVERS OR AMENDMENTS THERETO); AND (II) THE PURCHASE HAS BEEN
CONSUMMATED IN ACCORDANCE WITH THE PURCHASE AGREEMENT; AND
(D)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS.
SECTION 6.
REPRESENTATIONS AND WARRANTIES. IN ORDER TO INDUCE AGENT AND
EACH LENDER TO ENTER INTO THIS CONSENT AND AMENDMENT, EACH LOAN PARTY HEREBY
REPRESENTS AND WARRANTS TO AGENT AND EACH LENDER, WHICH REPRESENTATIONS AND
WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS CONSENT AND
AMENDMENT, THAT:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN
AGREEMENT AND IN EACH OTHER AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE HEREOF AFTER GIVING EFFECT TO THIS CONSENT AND
AMENDMENT, EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE;
3
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY LOAN PARTIES OF THIS
CONSENT AND AMENDMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
REQUIRED ON THEIR PART AND THIS CONSENT AND AMENDMENT, AND THE LOAN AGREEMENT IS
THE LEGAL, VALID AND BINDING OBLIGATION OF LOAN PARTIES ENFORCEABLE AGAINST LOAN
PARTIES IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ITS ENFORCEABILITY MAY BE
AFFECTED BY THE EFFECT OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING THE
RIGHTS OR REMEDIES OF CREDITORS GENERALLY;
(C)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS CONSENT
AND AMENDMENT BY LOAN