REQUIRED. EACH BORROWER
REPRESENTS AND WARRANTS THAT SUCH BORROWER HAS THE POWER AND LEGAL RIGHT AND
AUTHORITY TO ENTER INTO THE SECOND AMENDMENT DOCUMENTS AND HAS DULY AUTHORIZED
AS APPROPRIATE THE EXECUTION AND DELIVERY OF THE SECOND AMENDMENT DOCUMENTS AND
OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY SUCH BORROWER IN
CONNECTION HEREWITH OR THEREWITH BY PROPER COMPANY ACTION, AND NONE OF THE
SECOND AMENDMENT DOCUMENTS NOR THE AGREEMENTS CONTAINED HEREIN OR THEREIN
CONTRAVENES OR CONSTITUTES A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR
INDENTURE TO WHICH SUCH BORROWER IS A PARTY OR A SIGNATORY OR A PROVISION OF
SUCH BORROWER'S ARTICLES OF ORGANIZATION, BYLAWS OR ANY OTHER AGREEMENT OR
REQUIREMENT OF LAW, OR RESULT IN THE IMPOSITION OF ANY LIEN ON ANY OF ITS
PROPERTY UNDER ANY AGREEMENT BINDING ON OR APPLICABLE TO SUCH BORROWER OR ANY OF
ITS PROPERTY EXCEPT, IF ANY, IN FAVOR OF THE LENDERS. EACH 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 SUCH
BORROWER OF THE SECOND AMENDMENT DOCUMENTS OR OTHER AGREEMENTS AND
DOCUMENTS
EXECUTED AND DELIVERED BY SUCH BORROWER IN CONNECTION THEREWITH OR THE
PERFORMANCE OF OBLIGATIONS OF SUCH 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
ADMINISTRATIVE AGENT.
9.3
NO ADVERSE CLAIM. EACH BORROWER WARRANTS, ACKNOWLEDGES AND AGREES
THAT NO EVENTS HAVE BEEN TAKEN PLACE AND NO CIRCUMSTANCES EXIST AT THE DATE
HEREOF WHICH WOULD GIVE SUCH BORROWER A BASIS TO ASSERT A DEFENSE, OFFSET OR
COUNTERCLAIM TO ANY CLAIM OF ANY LENDER WITH RESPECT TO THE OBLIGATIONS.
SECTION 10.
AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES,
AFFIRMATION OF SECURITY INTEREST. THE LENDERS AND EACH BORROWER ACKNOWLEDGE AND
AFFIRM THAT THE CREDIT AGREEMENT, AS PREVIOUSLY AND HEREBY AMENDED, IS HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS AND ALL TERMS, CONDITIONS AND PROVISIONS
OF THE CREDIT AGREEMENT, EXCEPT AS AMENDED BY THE FIRST AMENDMENT AND SECOND
AMENDMENT, SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT. ALL REFERENCES
IN ANY DOCUMENT OR INSTRUMENT TO THE CREDIT AGREEMENT ARE HEREBY AMENDED AND
SHALL REFER TO THE CREDIT AGREEMENT AS AMENDED BY THE FIRST AMENDMENT AND
FURTHER MODIFIED BY THIS SECOND AMENDMENT. EACH BORROWER CONFIRMS TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT THE OBLIGATIONS ARE AND CONTINUE TO BE
SECURED BY THE SECURITY INTERESTS GRANTED BY THE BORROWERS
6
IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT
AND THE LENDERS UNDER THE SECURITY DOCUMENTS, AND ALL OF THE TERMS, CONDITIONS,
PROVISIONS, AGREEMENTS, REQUIREMENTS, PROMISES, OBLIGATIONS, DUTIES, COVENANTS
AND REPRESENTATIONS OF THE BORROWERS UNDER SUCH DOCUMENTS AND ANY AND ALL OTHER
DOCUMENTS AND AGREEMENTS ENTERED INTO WITH RESPECT TO THE OBLIGATIONS UNDER THE
CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND ARE HEREBY RATIFIED
AND AFFIRMED IN ALL RESPECTS BY