LOAN DOCUMENTS, AND TO MAKE SUCH INVESTIGATIONS AS IT
DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, AND OTHER CONDITION AND CREDITWORTHINESS OF THE BORROWER AND THE OTHER
LOAN PARTIES.
(B)
THE NEW LENDER ACKNOWLEDGES AS FOLLOWS:
(I)
NO AGENT-RELATED PERSON HAS MADE ANY REPRESENTATION OR WARRANTY
TO IT, AND NO ACT BY THE ADMINISTRATIVE AGENT HEREAFTER TAKEN, INCLUDING ANY
CONSENT TO AND ACCEPTANCE OF ANY ASSIGNMENT OR REVIEW OF THE AFFAIRS OF ANY LOAN
PARTY OR ANY AFFILIATE THEREOF, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION
OR WARRANTY BY ANY AGENT-RELATED PERSON TO ANY LENDER AS TO ANY MATTER,
INCLUDING WHETHER AGENT-RELATED PERSONS HAVE DISCLOSED MATERIAL INFORMATION IN
THEIR POSSESSION;
(II)
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS EXPRESSLY
REQUIRED TO BE FURNISHED TO THE LENDERS BY THE ADMINISTRATIVE AGENT PURSUANT TO
THE CREDIT AGREEMENT, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY OR
RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER
CONDITION OR CREDITWORTHINESS OF ANY OF THE LOAN PARTIES OR ANY OF THEIR
RESPECTIVE AFFILIATES WHICH MAY COME INTO THE POSSESSION OF ANY AGENT-RELATED
PERSON; AND
(III)
SIMULTANEOUSLY WITH THE SATISFACTION OF THE CONDITIONS TO
EFFECTIVENESS SET FORTH IN SECTION 4 OF THIS SECOND AMENDMENT, IT SHALL BE
DEEMED AUTOMATICALLY TO HAVE BECOME A PARTY TO THE CREDIT AGREEMENT AND HAVE ALL
RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS (AND IT EXPRESSLY MAKES THE APPOINTMENT SET FORTH IN, AND AGREES TO
THE OBLIGATIONS IMPOSED UNDER, ARTICLE IX OF THE CREDIT AGREEMENT).
3.
REPRESENTATIONS AND WARRANTIES.
BY ITS EXECUTION AND DELIVERY
HEREOF, THE BORROWER REPRESENTS AND WARRANTS THAT, AS OF THE DATE HEREOF:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF AS MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT THE
REPRESENTATIONS CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 OF THE
CREDIT AGREEMENT
5
SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISH PURSUANT TO
SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01 OF THE CREDIT AGREEMENT;
(B)
NO EVENT HAS OCCURRED AND IS CONTINUING WHICH CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT;
(C)
(I) THE BORROWER HAS FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS SECOND AMENDMENT, A NOTE PAYABLE TO THE ORDER OF THE NEW LENDER IN
THE AMOUNT OF SUCH LENDER'S COMMITMENT AS ESTABLISHED BY THIS SECOND AMENDMENT
(THE "NEW NOTE"), AND THE NOTES PAYABLE TO THE ORDER OF EACH DECREASING LENDER
(THE "REPLACEMENT NOTES"), (II) THIS SECOND AMENDMENT, THE NEW NOTE AND THE
REPLACEMENT NOTES HAVE BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER AND
(III) THIS SECOND AMENDMENT, THE NEW NOTE, THE REPLACEMENT NOTES