ACTIONS AS BORROWER MAY
REASONABLY REQUEST TO EVIDENCE AND OTHERWISE EFFECTUATE THE RELEASE OF AGENT'S
LIENS ON SUCH REAL ESTATE AND SPECIFIC ASSETS OF WEBCRAFT, LLC WHICH RELATE TO
SUCH REAL ESTATE UPON THE CLOSING OF THE CHALFONT SALE-LEASEBACK IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 3.2.
4.
FURTHER ASSURANCES.
EACH CREDIT PARTY SHALL, FROM TIME TO TIME,
EXECUTE AND DELIVER SUCH AGREEMENTS, INSTRUMENTS, CERTIFICATES, REPORTS AND
OTHER DOCUMENTS AND TAKE ALL SUCH ACTIONS AS AGENT OR LENDERS AT ANY TIME MAY
REASONABLY REQUEST TO EVIDENCE, FURTHER DOCUMENT, EFFECTUATE OR OTHERWISE
IMPLEMENT THE ACTIONS DESCRIBED ABOVE IN SECTIONS 2 AND 3 UNDER THE CREDIT
AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS.
5.
REPRESENTATIONS AND WARRANTIES.
BORROWER AND CREDIT PARTIES,
JOINTLY AND SEVERALLY, HEREBY REPRESENT AND WARRANT TO AGENT AND LENDERS THAT:
5.1.
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER AND EACH OF
THE OTHER CREDIT PARTIES OF THIS AMENDMENT HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION, AND THIS AMENDMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF BORROWER AND EACH OF THE OTHER CREDIT PARTIES ENFORCEABLE
AGAINST EACH OF THEM IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE ENFORCEMENT
HEREOF MAY BE SUBJECT TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY,
38
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAW AFFECTING CREDITORS'
RIGHTS GENERALLY OR TO GENERAL PRINCIPLES OF EQUITY.
5.2.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY BORROWER AND EACH OTHER
CREDIT PARTY DO NOT, AND WILL NOT:
(A)
CONTRAVENE OR CONFLICT WITH ANY PROVISION OF (I) LAW, (II) ANY
JUDGMENT, DECREE OR ORDER, OR (III) THE CERTIFICATE OR ARTICLES OF INCORPORATION
OR BY-LAWS OR OTHER CONSTITUENT DOCUMENTS OF BORROWER OR ANY OTHER CREDIT PARTY;
OR
(B)
CONTRAVENE OR CONFLICT WITH, OR CAUSE ANY LIEN TO ARISE UNDER, (I)
EXCEPT IF SUCH CONTRAVENTIONS, CONFLICTS, OR LIENS DO NOT HAVE AND WOULD NOT
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT, ANY PROVISION OF ANY INDENTURE, AGREEMENT, MORTGAGE,
LEASE, INSTRUMENT OR OTHER DOCUMENT BINDING UPON OR OTHERWISE AFFECTING BORROWER
OR ANY CREDIT PARTY OR ANY PROPERTY OF BORROWER OR ANY CREDIT PARTY OR (II) THE
SECURITY AGREEMENT, THE FEBRUARY 2003 SENIOR SUBORDINATED DEBT DOCUMENTS, THE
2002 SENIOR DEBT DOCUMENTS, THE 2003 SENIOR SECURED DEBT DOCUMENTS OR THE
MEZZANINE DEBT DOCUMENTS.
5.3.
EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3
OF THE CREDIT AGREEMENT IS TRUE, COMPLETE AND CORRECT AS OF THE DATE OF THIS
AMENDMENT OTHER THAN IN THE CASE OF REPRESENTATIONS AND WARRANTIES THAT SPEAK AS
OF A SPECIFIC DATE IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE
BEEN TRUE, COMPLETE AND CORRECT AS OF SUCH DATE.
EACH SCHEDULE TO THE CREDIT
AGREEMENT REMAINS TRUE, COMPLETE AND CORRECT EXCEPT TO THE EXTENT SET FORTH IN
THE ATTACHED EXHIBIT D TO THIS AMENDMENT.
5.4.
NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER THE CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR WILL EXIST AFTER OR BE TRIGGERED BY THE