| 3.0 | AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT |
As of the Effective Date, Section 14.07 of the Original Credit Agreement is deleted and replaced with the following:
14.07 Assignment or Participation by Lender
(1) The rights, benefits and obligations of the Lender under or in respect of this Agreement (the “Rights”) may, in whole or in part (subject to, prior to the occurrence of an Event of Default, a minimum amount of $5,000,000), be assigned (“Assign”, “Assigned” or an “Assignment”) by the Lender to, or participated in (“Participated” or a “Participation”) by one or more Persons (each an “Assignee” or a “Participant”, as the case may be), without the consent of the Borrower: (i) to an Assignee or Participant that is an Affiliate of the Lender or that is an Approved Fund at any time, provided that, in the case of an Assignment, each such Assignee shall be capable of satisfying any and all obligations of the “Lender” under this Agreement, or (ii) to any Assignee or Participant after the occurrence and during the continuance of an Event of Default. Prior to the occurrence and continuance of an Event of Default, with the prior written consent of the Borrower, which consent will not be unreasonably withheld or delayed, the Lender may Assign or Participate its Rights in respect of this Agreement to any Person, provided that, in the case of an Assignment, each Assignee shall be capable of satisfying any and all obligations of the “Lender” under this Agreement. An Assignment or Participation hereunder that requires the consent of the Borrower will become effective upon receipt by the Lender of the written consent of the Borrower. An Assignment or Participation that does not require the consent of or notice to the Borrower will become effective upon execution of the applicable documentation by the Lender, as applicable, and the Participant or Assignee, as the case may be. The Borrower will execute all such further documentation as the Lender may request with respect to any Assignment or Participation and any prospective Assignee will execute such documentation as the Borrower may reasonably request for the purpose of ensuring that the Assignee is bound by the terms of this Agreement. The Borrower shall not be required to pay any expenses (including the reasonable fees, charges and disbursements of legal counsel) incurred: (i) by it, or, notwithstanding Section 14.01 of this Agreement, the Lender, any Assignee or any Participant, in connection with any amendment required to this Agreement or any other Loan Document in connection with an Assignment or Participation prior to the occurrence and continuance of an Event of Default, or (ii) by the Lender, any Assignee or any Participant, in connection with any Assignment or Participation prior to the occurrence and continuance of an Event of Default. For the purpose of this Section 14.07 (1) “Approved Fund” means any investment fund owned, administered managed or controlled by the Lender; provided that if any of the Rights are assigned to an Approved Fund, Overdraft Loans shall continue to be made available to the Borrower through its accounts with the Lender and the Lender will continue to issue Letters of Credit in accordance with this Agreement, without the requirement of the Borrower to pay any fronting fees in respect of any such Letter of Credit.
| 4.0 | ACKNOWLEDGEMENT AND REPRESENTATIONS OF THE BORROWER AND GUARANTOR |
The Guarantor acknowledges and agrees that its guarantee of the payment of the Guaranteed Obligations set out in Article 13 of the Credit Agreement continues in full force and effect. Each of the Borrower and the Guarantor acknowledges and confirms that the Security previously granted by each of them to the Lender under or in connection with the Original Credit Agreement, continues in full force and effect, and that the mortgages, pledges, charges, assignments, security interests and covenants therein contained or thereby constituted, continue to secure all of the Obligations.
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