of the
date first above written when and only when:
(a)
Lender shall have received, at Lender's office, this Amendment and
the Consent and Agreement, each duly executed and delivered and in form and
substance satisfactory to Lender.
(B)
THE BORROWERS SHALL HAVE PAID, IN CONNECTION WITH THE LOAN
DOCUMENTS, ALL FEES AND REIMBURSEMENTS TO BE PAID TO LENDER PURSUANT TO ANY LOAN
DOCUMENTS, OR OTHERWISE DUE LENDER AND INCLUDING FEES AND DISBURSEMENTS OF
LENDER'S ATTORNEYS.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
§4.1
Representations and Warranties of the Borrowers.
In order to
induce Lender to enter into this Amendment, each Borrower represents and
warrants to Lender that:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THE
CREDIT AGREEMENT ARE TRUE AND CORRECT AT AND AS OF THE TIME OF THE EFFECTIVENESS
HEREOF, EXCEPT TO THE EXTENT THAT THE FACTS ON WHICH SUCH REPRESENTATIONS AND
WARRANTIES ARE BASED HAVE BEEN CHANGED BY THE EXTENSION OF CREDIT UNDER THE
CREDIT AGREEMENT.
2
(B)
SUCH BORROWER IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AMENDMENT AND IS AND WILL CONTINUE TO BE DULY AUTHORIZED TO BORROW MONIES AND TO
PERFORM ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT. SUCH BORROWER HAS DULY TAKEN
ALL CORPORATE ACTION NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS
AMENDMENT AND TO AUTHORIZE THE PERFORMANCE OF THE OBLIGATIONS OF SUCH BORROWER.
(C)
THE EXECUTION AND DELIVERY BY SUCH BORROWER OF THIS AMENDMENT, THE
PERFORMANCE BY SUCH BORROWER OF ITS OBLIGATIONS HEREUNDER AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT CONFLICT WITH ANY
PROVISION OF LAW, STATUTE, RULE OR REGULATION OR OF THE ORGANIZATIONAL DOCUMENTS
OF SUCH BORROWER, OR OF ANY MATERIAL AGREEMENT, JUDGMENT, LICENSE, ORDER OR
PERMIT APPLICABLE TO OR BINDING UPON SUCH BORROWER, OR RESULT IN THE CREATION OF
ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY ASSETS OR PROPERTIES OF SUCH BORROWER.
EXCEPT FOR THOSE WHICH HAVE BEEN OBTAINED, NO CONSENT, APPROVAL, AUTHORIZATION
OR ORDER OF ANY COURT OR GOVERNMENTAL AUTHORITY OR THIRD PARTY IS REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY BY SUCH BORROWER OF THIS AMENDMENT OR
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(D)
WHEN DULY EXECUTED AND DELIVERED, EACH OF THIS AMENDMENT AND THE
CREDIT AGREEMENT WILL BE A LEGAL AND BINDING OBLIGATION OF THE BORROWERS,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS LIMITED BY BANKRUPTCY,
INSOLVENCY OR SIMILAR LAWS OF GENERAL APPLICATION RELATING TO THE ENFORCEMENT OF
CREDITORS' RIGHTS AND BY EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
ARTICLE V
MISCELLANEOUS
§5.1
Ratification of Agreements.
The Original Credit Agreement as
hereby amended is hereby ratified and confirmed in all respects.
Any reference
to the Credit Agreement in any Loan Document shall be deemed to be a reference
to the Original Credit Agreement as hereby amended.
The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lender under the Credit
Agreement, the Notes, or any other Loan Document nor constitute a waiver