BORROWER REPRESENTS AND
WARRANTS THAT SUCH BORROWER HAS THE POWER AND LEGAL RIGHT AND AUTHORITY TO ENTER
INTO THE AMENDMENT DOCUMENTS AND HAS DULY AUTHORIZED AS APPROPRIATE THE
EXECUTION AND DELIVERY OF THE 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 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
6
THE 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.
5.3
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 6.
AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES, AFFIRMATION
OF SECURITY INTEREST.
THE LENDERS AND EACH BORROWER EACH ACKNOWLEDGE AND AFFIRM
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 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 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 EACH BORROWER
SECTION 7.
MERGER AND INTEGRATION, SUPERSEDING EFFECT.
THIS AMENDMENT,
FROM AND AFTER THE DATE HEREOF, EMBODIES THE