SET FORTH BELOW SHALL HAVE BEEN FULFILLED TO
THE SATISFACTION OF THE ADMINISTRATIVE AGENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT, DULY EXECUTED AND DELIVERED ON BEHALF OF THE BORROWER, THE OTHER LOAN
PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS.
(B)
NO EVENT SHALL HAVE OCCURRED AND BE CONTINUING THAT CONSTITUTES AN
EVENT OF DEFAULT, OR THAT WOULD CONSTITUTE AN EVENT OF DEFAULT BUT FOR THE
REQUIREMENT THAT NOTICE BE GIVEN OR THAT A PERIOD OF TIME ELAPSE, OR BOTH.
(C)
ALL REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN
THE CREDIT AGREEMENT, AND ALL REPRESENTATIONS AND WARRANTIES OF EACH OTHER LOAN
PARTY IN EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AT THE AMENDMENT EFFECTIVE DATE AS IF MADE ON AND AS OF
SUCH AMENDMENT EFFECTIVE DATE.
(D)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT
(1) CERTIFIED COPIES OF EVIDENCE OF ALL CORPORATE AND COMPANY ACTIONS TAKEN BY
THE BORROWER AND THE OTHER LOAN PARTIES TO AUTHORIZE THE EXECUTION AND DELIVERY
OF THIS AMENDMENT, (2) CERTIFIED COPIES OF ANY AMENDMENTS TO THE ARTICLES OR
CERTIFICATE OF INCORPORATION, FORMATION OR ORGANIZATION, BYLAWS, PARTNERSHIP
CERTIFICATE OR OPERATING AGREEMENT OF THE BORROWER AND EACH OTHER LOAN PARTY
SINCE THE DATE OF THE CREDIT AGREEMENT, (3) A CERTIFICATE OF INCUMBENCY FOR THE
OFFICERS OR OTHER AUTHORIZED AGENTS, MEMBERS OR PARTNERS OF THE BORROWER AND
EACH OTHER LOAN PARTY EXECUTING THIS AMENDMENT, AND (4) SUCH ADDITIONAL
SUPPORTING DOCUMENTS AS THE ADMINISTRATIVE AGENT OR COUNSEL FOR THE
ADMINISTRATIVE AGENT REASONABLY MAY REQUEST.
EACH LOAN PARTY HEREBY REPRESENTS
AND WARRANT THAT, SINCE THE DATE OF LAST DELIVERY TO THE ADMINISTRATIVE AGENT OF
ITEMS DESCRIBED IN THE FOREGOING CLAUSES (1), (2) AND (3), THERE HAVE BEEN NO
AMENDMENTS, MODIFICATIONS, RESCISSIONS, REVOCATIONS OR OTHER SUPPLEMENTS TO THE
SAME, AND OFFICERS OF EACH LOAN PARTY EXECUTING AND DELIVERING THIS AMENDMENT
WERE DULY ELECTED AND ARE THE INCUMBENTS OF SUCH OFFICERSHIPS.
(E)
ALL DOCUMENTS DELIVERED PURSUANT TO THIS AMENDMENT MUST BE OF FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL, AND ALL
LEGAL MATTERS INCIDENT TO THIS AMENDMENT MUST BE SATISFACTORY TO THE
ADMINISTRATIVE AGENT'S COUNSEL.
4.
AMENDMENT ONLY; NO NOVATION; MODIFICATION OF LOAN DOCUMENTS.
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY ACKNOWLEDGES AND AGREES THAT THIS
AMENDMENT ONLY AMENDS
THE TERMS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND DOES NOT
CONSTITUTE A NOVATION, AND EACH OF THE BORROWER AND EACH OTHER LOAN PARTY
RATIFIES AND CONFIRMS THE TERMS AND PROVISIONS OF, AND ITS OBLIGATIONS UNDER,
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ALL RESPECTS.
EACH OF THE
BORROWER AND EACH OTHER LOAN PARTY ACKNOWLEDGES AND AGREES THAT EACH REFERENCE
IN THE LOAN DOCUMENTS TO ANY PARTICULAR LOAN DOCUMENT SHALL BE DEEMED TO BE A
REFERENCE TO SUCH LOAN DOCUMENT AS AMENDED BY THIS AMENDMENT.
TO THE EXTENT OF
A CONFLICT BETWEEN THE TERMS OF ANY LOAN DOCUMENT AND THE TERMS OF THIS