RESULT IN THE IMPOSITION OF ANY
LIEN ON ANY OF ITS PROPERTY UNDER ANY AGREEMENT BINDING ON OR APPLICABLE TO SUCH
LOAN PARTY OR ANY OF ITS PROPERTY EXCEPT, IF ANY, IN FAVOR OF THE AGENT FOR THE
BENEFIT OF THE LENDERS.
THE LOAN PARTIES REPRESENT AND WARRANT 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 LOAN PARTIES OF THE AMENDMENT
DOCUMENTS OR OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE LOAN
PARTIES IN CONNECTION THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE LOAN
PARTIES THEREIN DESCRIBED, EXCEPT FOR THOSE WHICH THE LOAN PARTIES HAVE OBTAINED
OR PROVIDED AND AS TO WHICH THE LOAN PARTIES HAVE DELIVERED CERTIFIED COPIES OF
DOCUMENTS EVIDENCING EACH SUCH ACTION TO THE AGENT.
SECTION 4.3
NO ADVERSE CLAIM.
THE LOAN PARTIES WARRANT, ACKNOWLEDGE AND
AGREE THAT NO EVENTS HAVE BEEN TAKEN PLACE AND NO CIRCUMSTANCES EXIST AT THE
DATE HEREOF WHICH WOULD GIVE THE LOAN PARTIES A BASIS TO ASSERT A DEFENSE,
OFFSET OR COUNTERCLAIM TO ANY CLAIM OF THE LENDERS AND THE AGENT WITH RESPECT TO
THE OBLIGATIONS.
3
SECTION 5.
AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES,
AFFIRMATION OF SECURITY INTEREST.
EACH LENDER, THE AGENT AND EACH LOAN PARTY
ACKNOWLEDGES AND AFFIRMS THAT THE CREDIT AGREEMENT, AS HEREBY AMENDED, IS HEREBY
RATIFIED AND CONFIRMED IN ALL RESPECTS AND ALL TERMS, CONDITIONS AND PROVISIONS
OF THE CREDIT AGREEMENT, EXCEPT AS AMENDED BY THIS 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 THIS AMENDMENT.
EACH LOAN PARTY CONFIRMS TO THE
LENDERS AND THE AGENT THAT THE OBLIGATIONS UNDER THE SECURITY AGREEMENT TO WHICH
IT IS A PARTY, AS AMENDED HEREBY, AND ALL OF THE TERMS, CONDITIONS, PROVISIONS,
AGREEMENTS, REQUIREMENTS, PROMISES, OBLIGATIONS, DUTIES, COVENANTS AND
REPRESENTATIONS OF SUCH LOAN PARTY 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 SUCH LOAN PARTY.
SECTION 6.
MERGER AND INTEGRATION, SUPERSEDING EFFECT.
THIS
AMENDMENT, FROM AND AFTER THE DATE HEREOF, EMBODIES THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES AND HAS MERGED INTO THIS
AMENDMENT ALL PRIOR ORAL AND WRITTEN AGREEMENTS ON THE SAME SUBJECTS BY AND
BETWEEN THE PARTIES HERETO WITH THE EFFECT THAT THIS AMENDMENT SHALL CONTROL
WITH RESPECT TO THE SPECIFIC SUBJECTS HEREOF AND THEREOF.
SECTION 7.
SUCCESSORS.
THE AMENDMENT DOCUMENTS SHALL BE BINDING
UPON EACH LOAN PARTY, THE LENDERS AND THE AGENT AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE LOAN PARTIES, THE LENDERS AND
THE AGENT AND THE SUCCESSORS AND ASSIGNS OF THE LENDERS AND THE AGENT.
SECTION 8.
LEGAL EXPENSES.
AS PROVIDED IN SECTION