ADMINISTRATIVE AGENT AND THE
LENDERS AND (V) REAFFIRMS THAT ITS GUARANTY IS AND SHALL CONTINUE TO REMAIN IN
FULL FORCE AND EFFECT.
SECTION 3.
CONDITIONS. THE AMENDMENTS TO THE AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT SHALL BE EFFECTIVE UPON THE SATISFACTION OF EACH OF
THE CONDITIONS SET FORTH IN THIS SECTION 3.
3.1
EXECUTION AND DELIVERY. EACH BORROWER AND EACH GUARANTOR SHALL HAVE
EXECUTED AND DELIVERED THIS AMENDMENT.
3.2
REPRESENTATIONS AND WARRANTIES. THE REPRESENTATIONS AND WARRANTIES
OF EACH BORROWER UNDER THE AGREEMENT, AS AMENDED BY THE AMENDMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AS IF THEN MADE (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE).
3.3
NO EVENT OF DEFAULT. NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING NOR SHALL ANY EVENT HAVE OCCURRED OR FAILED TO OCCUR WHICH, WITH THE
PASSAGE OF TIME OR SERVICE OF NOTICE, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT.
3.4
OTHER DOCUMENTS. THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH
OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE TRANSACTION
PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT OR ITS SPECIAL COUNSEL MAY
REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF BORROWERS. TO INDUCE THE
LENDERS TO ENTER INTO THIS AMENDMENT, THE BORROWERS HEREBY REPRESENT AND WARRANT
TO THE LENDERS AS FOLLOWS:
4.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN, EACH REPRESENTATION AND WARRANTY
OF ANY BORROWER OR ANY GUARANTOR CONTAINED IN THE AGREEMENT OR IN ANY OF THE
OTHER LOAN DOCUMENTS IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE
HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY
TO AN EARLIER DATE).
4.2
CORPORATE AUTHORITY; NO CONFLICTS. THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH BORROWER AND EACH GUARANTOR (TO THE EXTENT A PARTY HERETO OR
THERETO) OF THIS AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS
CONTEMPLATED HEREIN ARE WITHIN EACH SUCH
3
BORROWER'S OR SUCH GUARANTOR'S CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE
BEEN DULY AUTHORIZED BY NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF,
OR FILING WITH, ANY COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR
CONSTITUTE A DEFAULT UNDER ANY PROVISION OF ANY APPLICABLE LAW OR OTHER
AGREEMENTS BINDING UPON ANY BORROWER OR ANY GUARANTOR OR RESULT IN THE CREATION
OR IMPOSITION OF ANY LIEN UPON ANY OF THE ASSETS OF ANY BORROWER OR ANY
GUARANTOR EXCEPT FOR PERMITTED LIENS AND OTHERWISE AS PERMITTED IN THE
AGREEMENT.
4.3
ENFORCEABILITY. THIS AMENDMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF EACH BORROWER AND EACH GUARANTOR ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, EXCEPT AS (I) THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY,
AND (II) THE AVAILABILITY OF EQUITABLE REMEDIES MAY BE LIMITED BY EQUITABLE
PRINCIPLES OF GENERAL APPLICATION.
SECTION 5.
MISCELLANEOUS.
5.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS. ANY