OR MEMBERS OF EACH BORROWER AND GUARANTOR, CERTIFYING THAT THERE HAVE BEEN NO
CHANGES TO ITS RESPECTIVE ORGANIZATIONAL DOCUMENTS DELIVERED TO LENDERS ON
SEPTEMBER 30, 2008;
7
2.
CERTIFIED COPIES OF ALL CORPORATE,
LIMITED PARTNERSHIP AND LIMITED LIABILITY COMPANY ACTION (AS APPROPRIATE) TAKEN
BY BORROWERS AND GUARANTOR, INCLUDING RESOLUTIONS OF THEIR RESPECTIVE BOARDS OF
DIRECTORS, AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AMENDMENT, CERTIFIED AS OF THE SECOND AMENDMENT EFFECTIVE DATE;
3.
AN INCUMBENCY AND SIGNATURE CERTIFICATE
(DATED AS THE DATE OF THIS AGREEMENT) OF THE SECRETARIES, GENERAL PARTNERS,
MANAGERS OR MEMBERS (AS APPROPRIATE) OF EACH BORROWER AND GUARANTOR, CERTIFYING
THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OR OTHER AUTHORIZED PERSONS OF
BORROWER AND GUARANTOR AUTHORIZED TO SIGN THIS AMENDMENT; AND
4.
COPIES OF THIS AMENDMENT EXECUTED BY
EACH OBLIGOR.
B.
REQUISITE LENDERS SHALL HAVE EXECUTED THIS
AMENDMENT.
C.
ON OR BEFORE THE SECOND AMENDMENT
EFFECTIVE DATE, ALL CORPORATE AND OTHER PROCEEDINGS TAKEN OR TO BE TAKEN BY ANY
OBLIGOR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL
DOCUMENTS INCIDENTAL THERETO NOT PREVIOUSLY FOUND ACCEPTABLE BY AGENT, ACTING ON
BEHALF OF LENDERS, AND ITS COUNSEL SHALL BE SATISFACTORY IN FORM AND SUBSTANCE
TO AGENT AND SUCH COUNSEL, AND AGENT AND SUCH COUNSEL SHALL HAVE RECEIVED ALL
SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES OF SUCH DOCUMENTS AS AGENT MAY
REASONABLY REQUEST.
D.
BORROWERS SHALL HAVE PAID (I) TO AGENT,
ALL OF AGENT'S OUTSTANDING EXPENSES UNDER THE LOAN DOCUMENTS, INCLUDING
INSPECTION AND APPRAISAL COSTS, AND (II) TO REED SMITH LLP, COUNSEL TO AGENT,
ALL FEES AND EXPENSES INVOICED THROUGH THE DATE HEREOF.
E.
BORROWERS SHALL PAY TO AGENT FOR THE
RATABLE BENEFIT OF EACH LENDER EXECUTING THIS AMENDMENT, AN AMENDMENT FEE EQUAL
TO $250,000 IN THE AGGREGATE.
SECTION 3.
OBLIGORS' REPRESENTATIONS
AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the Loan
Agreement in the manner provided herein, each Obligor represents and warrants to
each Lender that the following statements are true, correct and complete:
A.
CORPORATE POWER AND AUTHORITY.
EACH
OBLIGOR HAS ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AMENDMENT AND
TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY, AND PERFORM ITS OBLIGATIONS
UNDER, THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT (THE "AMENDED
AGREEMENT").
B.
AUTHORIZATION OF AGREEMENTS.
THE
EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE PERFORMANCE OF THE AMENDED
AGREEMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP OR
LIMITED LIABILITY COMPANY ACTION, AS APPROPRIATE, ON THE PART OF EACH OBLIGOR.
C.
NO CONFLICT.
THE EXECUTION AND DELIVERY
BY EACH OBLIGOR OF THIS AMENDMENT AND THE PERFORMANCE BY EACH OBLIGOR OF THE
AMENDED AGREEMENTS DO NOT AND WILL
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NOT (I) REQUIRE ANY CONSENT OR APPROVAL OF THE SHAREHOLDERS, PARTNERS OR MEMBERS
OF ANY SUCH ENTITY NOT ALREADY OBTAINED; (II) CONTRAVENE SUCH ENTITY'S
ORGANIZATIONAL DOCUMENTS; (III) VIOLATE ANY PROVISION OF OR CAUSE OR RESULT IN A
BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY LAW, RULE, REGULATION (INCLUDING,
WITHOUT LIMITATION, REGULATION U OF THE BOARD