(l)The parties hereto agree that, so long as the Closing Date (as defined in the PSA) occurs, the failure of Borrower or the applicable Subsidiary to make the Term Loan Prepayment on the later of two (2) Business Days following the Closing Date (as defined in the PSA) and April 1, 2024 shall constitute an Event of Default under the Loan Agreement in respect of which cure periods provided under Section 7.2(b) of the Loan Agreement shall not apply.
(m)The parties hereto agree that, so long as any Transfers of any of the assets or properties described in Annex I to this Amendment are consummated, the failure of Borrower or the applicable Subsidiary to make the mandatory prepayment required pursuant to clause (q) of the definition of Permitted Transfers in Section 13.1 of the Loan Agreement (as amended by this Amendment) shall constitute an Event of Default under the Loan Agreement in respect of which cure periods provided under Section 7.2(b) of the Loan Agreement shall not apply.
SECTION 3.Representations and Warranties; Reaffirmation.
(a)Borrower hereby represents and warrants to each Lender and the Collateral Agent as follows:
(i)Borrower has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated hereby.
(ii)This Amendment has been duly executed and delivered by Borrower and is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general principles of equity.
(iii)The execution, delivery and performance by Borrower of this Amendment have been duly authorized and do not and will not: (A) contravene the terms of such Person’s Operating Documents; (B) violate any Requirements of Law, except to the extent that such violation could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (C) conflict with or result in any breach or contravention of, or require any payment to be made under any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or affecting such Person or the assets or properties of such Person or any of its Subsidiaries or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Person or any of its properties or assets are subject, except to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (D) require any Governmental Approval, or other action by, or notice to, or filing with, any Governmental Authority (except such Governmental Approvals or other actions, notices and filings which have been duly obtained, taken, given or made on or before the Third Amendment Effective Date and are in full force and effect), except for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (E) require any approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Person other than a Governmental Authority, including such Person’s stockholders, members or partners, (except such approvals, consents, exemptions, authorizations, actions, notices and filings which have been or will be duly obtained, taken, given or made on or before the Third Amendment Effective Date and are in full force and effect), except