SHALL HEREAFTER MEAN THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT.
EXCEPT AS SPECIFICALLY AMENDED HEREBY OR OTHERWISE AGREED, THE
CREDIT AGREEMENT IS HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN IN FULL FORCE
AND EFFECT ACCORDING TO ITS TERMS.
4.2
REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES.
BORROWER
REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
IT
HAS FULL POWER AND AUTHORITY AND THE LEGAL RIGHT TO MAKE,
DELIVER AND PERFORM THIS AMENDMENT AND HAS TAKEN ALL NECESSARY CORPORATE ACTION
TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS AMENDMENT.
(B)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
UNDER THE CREDIT AGREEMENT.
(C)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH PERSON
AND CONSTITUTES SUCH PERSON'S LEGAL, VALID AND BINDING OBLIGATIONS, ENFORCEABLE
AGAINST SUCH PERSON IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEMENT MAY
BE LIMITED BY THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES (WHETHER
ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
(D)
NO AUTHORIZATION, CONSENT, APPROVAL OR OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH ANY GOVERNMENTAL, ADMINISTRATIVE OR JUDICIAL AUTHORITY
OR REGULATORY BODY IS REQUIRED FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE BY
SUCH PERSON OF THIS AMENDMENT.
(E)
THE REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES IN THE
LOAN DOCUMENTS ARE CORRECT ON AND AS OF THE FIRST AMENDMENT CLOSING DATE AS IF
MADE ON AND AS OF THE FIRST AMENDMENT CLOSING DATE (OR, IF ANY SUCH
REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF A
SPECIFIED DATE, AS OF SUCH DATE).
(F)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT ARE WITHIN THE BORROWER'S CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED
BY ALL NECESSARY CORPORATE ACTION AND DO NOT AND WILL NOT (I) REQUIRE ANY
CONSENT OR APPROVAL OF THE STOCKHOLDERS, PARTNERS OR MEMBERS OF THE BORROWER
EXCEPT SUCH CONSENTS AND APPROVALS AS SHALL HAVE BEEN DULY OBTAINED AND SHALL BE
IN FULL FORCE AND EFFECT, (II) CONTRAVENE THE BORROWER'S CERTIFICATE OF
INCORPORATION OR BY-LAWS, (III) VIOLATE ANY LAW, RULE, REGULATION (INCLUDING,
WITHOUT LIMITATION, REGULATIONS T, U AND X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM), ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD OR ANY CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING
THE BORROWER, OR ANY OF THEIR RESPECTIVE PROPERTIES, OR (IV) RESULT IN OR
REQUIRE THE CREATION OR IMPOSITION OF ANY MORTGAGE, DEED OF TRUST, PLEDGE, LIEN,
SECURITY INTEREST OR OTHER CHARGE OR ENCUMBRANCE OF ANY NATURE (OTHER THAN
PURSUANT TO THE LOAN DOCUMENTS AND PURSUANT TO COLLATERAL DOCUMENTS UPON OR WITH
RESPECT TO ANY OF THE PROPERTIES NOW OWNED OR HEREAFTER ACQUIRED
4
BY THE BORROWER OR ANY OF ITS SUBSIDIARY GUARANTORS).
NEITHER THE BORROWER NOR
ANY OF THE SUBSIDIARY GUARANTORS IS IN DEFAULT UNDER ANY SUCH LAW, RULE,
REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION OR AWARD OR
RESTRICTION.
4.3
CREDIT DOCUMENT.
THIS AMENDMENT