ITS SUBSIDIARIES
OTHER THAN THOSE LIENS PERMITTED BY THE LOAN DOCUMENTS; AND
(IV)
DO NOT AND WILL NOT REQUIRE THE CONSENT OF, AUTHORIZATION BY,
APPROVAL OF, NOTICE TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON, OTHER THAN THOSE WHICH PRIOR TO THE AMENDMENT
EFFECTIVE DATE WILL HAVE BEEN OBTAINED OR MADE AND COPIES OF WHICH PRIOR TO THE
AMENDMENT EFFECTIVE DATE WILL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT
AND EACH OF WHICH ON THE AMENDMENT EFFECTIVE DATE WILL BE IN FULL FORCE AND
EFFECT.
(D)
NO ACTION, SUIT, INVESTIGATION, OR PROCEEDING EXISTS OR IS
THREATENED, OF THE TYPE DESCRIBED IN SECTION 4.6 OF THE CREDIT AGREEMENT OR THAT
SEEKS TO AFFECT ANY TRANSACTION CONTEMPLATED BY THIS AMENDMENT OR PERMITTED
HEREIN.
(E)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE
BORROWER AND HOLDINGS. EACH OF THIS AMENDMENT AND THE CREDIT AGREEMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER AND
HOLDINGS, ENFORCEABLE AGAINST SUCH PERSON IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE
PRINCIPLES RELATING TO ENFORCEABILITY.
(F)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND HOLDINGS
IN CLAUSES (B) THROUGH (E) OF THIS SECTION 4.1 WILL BE ON THE AMENDMENT
EFFECTIVE DATE TRUE, CORRECT AND COMPLETE WITH THE SAME EFFECT AS THOUGH MADE ON
AND AS OF THE AMENDMENT EFFECTIVE DATE.
4.2.
SURVIVAL. THE REPRESENTATIONS AND WARRANTIES IN SECTION 4.1 SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE AMENDMENT EFFECTIVE
DATE.
4.3.
POST-CLOSING COVENANT. THE BORROWER AGREES TO PROVIDE THE DOCUMENTS
REQUIRED PURSUANT TO SECTION B OF ANNEX 1 ATTACHED HERETO, WITHIN THE TIME
PERIOD SET FORTH THEREIN (OR SUCH OTHER TIME PERIOD AS MAY BE REQUESTED BY THE
BORROWER AND AGREED BY THE REQUISITE LENDERS). FAILURE TO PROVIDE SUCH DOCUMENTS
WITHIN SUCH TIME PERIOD SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE CREDIT
AGREEMENT.
21
ARTICLE 5
MISCELLANEOUS
5.1.
NO OTHER AMENDMENTS; RESERVATION OF RIGHTS; NO WAIVER. OTHER THAN
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AMENDMENT SHALL NOT BE DEEMED TO
OPERATE AS AN AMENDMENT OR WAIVER OF, OR TO PREJUDICE, ANY RIGHT, POWER,
PRIVILEGE OR REMEDY OF ANY SECURED PARTY UNDER THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT, NOR SHALL THE ENTERING INTO OF THIS AMENDMENT PRECLUDE ANY
SECURED PARTY FROM REFUSING TO ENTER INTO ANY FURTHER AMENDMENTS WITH RESPECT TO
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT. EXCEPT AS SPECIFIED IN ARTICLE
2, THIS AMENDMENT SHALL NOT CONSTITUTE A WAIVER OF COMPLIANCE (I) WITH ANY
COVENANT OR OTHER PROVISION IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR (II) OF THE OCCURRENCE OR CONTINUANCE OF ANY PRESENT OR FUTURE DEFAULT OR
EVENT OF DEFAULT.
5.2.
RATIFICATION AND CONFIRMATION. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AMENDMENT, THE TERMS, PROVISIONS AND CONDITIONS OF THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN
UNCHANGED