CONSENTING TO THE DELIVERY AND EXECUTION OF THIS AMENDMENT.
3.4
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING
ANY NECESSARY CORPORATE ACTION, CONSENT OR GOVERNMENTAL OR REGULATORY APPROVAL
(IF ANY) WITH RESPECT TO THIS AMENDMENT.
3.5
THE BORROWER SHALL HAVE SATISFIED SUCH OTHER
CONDITIONS AS SPECIFIED BY THE AGENT AND THE BANKS, INCLUDING PAYMENT OF ALL
UNPAID LEGAL FEES AND EXPENSES INCURRED BY THE AGENT THROUGH THE DATE OF THIS
AMENDMENT IN CONNECTION WITH THE CREDIT AGREEMENT AND THE AMENDMENT DOCUMENTS.
SECTION 4.
REPRESENTATIONS, WARRANTIES.
AUTHORITY, NO ADVERSE CLAIM.
4.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES,
NO DEFAULT.
THE BORROWER HEREBY REPRESENTS THAT ON AND AS OF THE DATE HEREOF
AND AFTER GIVING EFFECT TO THIS AMENDMENT (A) ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE 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 CREDIT AGREEMENT, AND (B) THERE WILL
EXIST NO DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT ON SUCH DATE WHICH HAS NOT BEEN WAIVED BY THE AGENT AND THE
BANKS.
4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED.
THE BORROWER REPRESENTS AND WARRANTS THAT THE BORROWER HAS THE POWER AND LEGAL
RIGHT AND AUTHORITY TO ENTER INTO THE AMENDMENT DOCUMENTS AND HAS DULY
AUTHORIZED AS APPROPRIATE THE EXECUTION AND DELIVERY OF THE AMENDMENT DOCUMENTS
AND OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN
CONNECTION HEREWITH OR THEREWITH BY PROPER CORPORATE ACTION, AND NONE OF THE
AMENDMENT DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN CONTRAVENES
OR CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH
THE BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF THE BORROWER'S ARTICLES
OF INCORPORATION, BYLAWS OR ANY OTHER AGREEMENT OR REQUIREMENT OF LAW, OR RESULT
IN THE
2
IMPOSITION OF ANY LIEN ON ANY OF ITS PROPERTY UNDER ANY AGREEMENT BINDING ON OR
APPLICABLE TO THE BORROWER OR ANY OF ITS PROPERTY EXCEPT, IF ANY, IN FAVOR OF
THE AGENT.
THE BORROWER REPRESENTS AND WARRANTS THAT NO CONSENT, APPROVAL OR
AUTHORIZATION OF OR REGISTRATION OR DECLARATION WITH ANY PERSON, INCLUDING BUT
NOT LIMITED TO ANY GOVERNMENTAL AUTHORITY, IS REQUIRED IN CONNECTION WITH THE
EXECUTION AND DELIVERY BY THE BORROWER OF THE AMENDMENT DOCUMENTS OR OTHER
AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION
THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE BORROWER THEREIN DESCRIBED,
EXCEPT FOR THOSE WHICH THE BORROWER HAS OBTAINED OR PROVIDED AND AS TO WHICH THE
BORROWER HAS DELIVERED CERTIFIED COPIES OF DOCUMENTS EVIDENCING EACH SUCH ACTION
TO THE AGENT.
4.3
NO ADVERSE CLAIM.
THE BORROWER WARRANTS,
ACKNOWLEDGES AND AGREES THAT NO EVENTS HAVE TAKEN PLACE AND NO CIRCUMSTANCES
EXIST AT THE DATE HEREOF WHICH WOULD GIVE THE BORROWER A BASIS TO ASSERT A
DEFENSE, OFFSET OR COUNTERCLAIM TO ANY CLAIM OF THE AGENT OR THE BANKS WITH
RESPECT TO THE OBLIGATIONS.
SECTION 5.
AFFIRMATION OF CREDIT
AGREEMENT,