AND (B) IDENTIFYING EACH
OFFICER OF SUCH BORROWER AUTHORIZED TO EXECUTE THIS SECOND AMENDMENT AND ANY
OTHER INSTRUMENT OR AGREEMENT EXECUTED BY SUCH BORROWER IN CONNECTION WITH THIS
SECOND AMENDMENT (COLLECTIVELY, THE "SECOND AMENDMENT DOCUMENTS"), AND
CERTIFYING AS TO SPECIMENS OF SUCH OFFICER'S SIGNATURE AND SUCH OFFICER'S
INCUMBENCY IN SUCH OFFICES AS SUCH OFFICER HOLDS.
7.3
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY NECESSARY COMPANY
ACTION, CONSENT OR GOVERNMENTAL OR REGULATORY APPROVAL (IF ANY) WITH RESPECT TO
THIS SECOND AMENDMENT.
7.4
A CERTIFICATE OF GOOD STANDING FOR EACH BORROWER IN THE
JURISDICTION OF ITS FORMATION OR INCORPORATION AND EACH OTHER JURISDICTION WHERE
THE CHARACTER OF THE PROPERTIES OWNED OR LEASED BY SUCH BORROWER MAKES SUCH
QUALIFICATION NECESSARY, CERTIFIED BY THE APPROPRIATE GOVERNMENTAL OFFICIALS AS
OF A DATE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
7.5
RESULTS OF A RECENT LIEN SEARCH IN EACH OF THE JURISDICTIONS WHERE
THE ASSETS OF EACH BORROWER AND ITS SUBSIDIARIES ARE LOCATED, AND SUCH SEARCH
SHALL REVEAL NO LIENS ON ANY OF THE ASSETS OF SUCH BORROWER OR ITS SUBSIDIARIES
EXCEPT FOR THOSE LIENS PERMITTED BY SECTION 6.13 OF THE CREDIT AGREEMENT OR
DISCHARGED ON OR PRIOR TO DATE HEREOF PURSUANT TO A DOCUMENT REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
7.6
REAFFIRMATION OF SECURITY DOCUMENTS BY EACH BORROWER IN
SUBSTANTIALLY THE SAME FORM OF EXHIBIT D ATTACHED HERETO.
7.7
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EXECUTED LEGAL
OPINIONS OF COUNSEL TO THE BORROWERS IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE LENDERS.
7.8
THE BORROWERS SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT AN
AMENDMENT FEE IN THE AMOUNT OF $ 42,560.00.
7.9
THE BORROWERS SHALL HAVE SATISFIED SUCH OTHER CONDITIONS AS
SPECIFIED BY THE ADMINISTRATIVE AGENT, INCLUDING PAYMENT OF ALL UNPAID LEGAL
FEES AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT THROUGH THE DATE OF THIS
AMENDMENT IN CONNECTION WITH THE CREDIT AGREEMENT AND THE SECOND AMENDMENT
DOCUMENTS.
SECTION 8.
NO WAIVER. NOTHING HEREIN SHALL BE DEEMED A WAIVER BY
THE LENDERS OF ANY TERM, CONDITION, REPRESENTATION OR COVENANT APPLICABLE TO THE
BORROWERS UNDER THE AMENDED CREDIT AGREEMENT OR ANY OF THE OTHER AGREEMENTS,
DOCUMENTS OR INSTRUMENTS EXECUTED AND
5
DELIVERED IN CONNECTION THEREWITH, OR OF THE COVENANTS DESCRIBED THEREIN.
BORROWERS SHALL COMPLY WITH ANY REPORTING REQUIREMENTS SET OUT UNDER THE AMENDED
CREDIT AGREEMENT.
SECTION 9.
REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE
CLAIM.
9.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT. EACH
BORROWER HEREBY REPRESENTS THAT ON AND AS OF THE DATE HEREOF AND AFTER GIVING
EFFECT TO THIS SECOND AMENDMENT (A) ALL OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE AMENDED CREDIT AGREEMENT ARE TRUE, CORRECT AND COMPLETE IN ALL
RESPECTS AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT FOR
CHANGES PERMITTED BY THE TERMS OF THE AMENDED CREDIT AGREEMENT, AND (B) THERE
WILL EXIST NO DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT AS AMENDED
BY THE FIRST AND SECOND AMENDMENTS ON SUCH DATE WHICH HAS NOT BEEN WAIVED BY THE
LENDERS.
9.2
AUTHORITY, NO CONFLICT, NO CONSENT