DOCUMENTS ARE RATIFIED AND
CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
BORROWER, AGENT AND
LENDERS AGREE THAT THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED
HEREBY, SHALL CONTINUE TO BE LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS.
5.02.
REPRESENTATIONS AND WARRANTIES.
BORROWER HEREBY REPRESENTS AND
WARRANTS TO AGENT AND LENDERS THAT (A) THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS THIRD AMENDMENT AND ANY AND ALL OTHER LOAN DOCUMENTS EXECUTED AND/OR
DELIVERED IN CONNECTION HEREWITH HAVE BEEN AUTHORIZED BY ALL REQUISITE CORPORATE
ACTION ON THE PART OF BORROWER AND WILL NOT VIOLATE THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF BORROWER; (B) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN AGREEMENT, AS AMENDED HEREBY, AND ANY OTHER LOAN DOCUMENT
ARE TRUE AND CORRECT ON AND AS OF THE DATE HEREOF AND ON AND AS OF THE DATE OF
EXECUTION HEREOF AS THOUGH MADE ON AND AS OF EACH SUCH DATE; (C) NO EVENT OF
DEFAULT OR DEFAULT UNDER THE LOAN AGREEMENT HAS OCCURRED AND IS CONTINUING,
UNLESS SUCH EVENT OF DEFAULT OR DEFAULT HAS BEEN, OR BY THE TERMS OF THIS THIRD
AMENDMENT IS, SPECIFICALLY WAIVED IN WRITING BY LENDERS; AND (D) BORROWER IS IN
FULL COMPLIANCE WITH ALL COVENANTS AND AGREEMENTS CONTAINED IN THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY.
3
ARTICLE VI.
MISCELLANEOUS PROVISIONS
6.01.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES MADE IN THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING,
WITHOUT LIMITATION, ANY DOCUMENT FURNISHED IN CONNECTION WITH THIS THIRD
AMENDMENT, SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS THIRD AMENDMENT AND
THE OTHER LOAN DOCUMENTS, AND NO INVESTIGATION BY AGENT OR ANY LENDER NOR ANY
CLOSING SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF AGENT OR
ANY LENDER TO RELY UPON THEM.
6.02.
REFERENCE TO LOAN AGREEMENT.
EACH OF THE LOAN DOCUMENTS, INCLUDING
THE LOAN AGREEMENT AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS
NOW OR HEREAFTER EXECUTED AND DELIVERED PURSUANT TO THE TERMS HEREOF OR PURSUANT
TO THE TERMS OF THE LOAN AGREEMENT, AS AMENDED HEREBY, ARE HEREBY AMENDED SO
THAT ANY REFERENCE IN SUCH LOAN DOCUMENTS TO THE LOAN AGREEMENT SHALL MEAN A
REFERENCE TO THE LOAN AGREEMENT, AS AMENDED HEREBY.
6.03.
EXPENSES OF AGENT.
AS PROVIDED IN THE LOAN AGREEMENT, BORROWER
AGREES TO PROMPTLY PAY ALL FEES, COSTS AND EXPENSES INCURRED BY AGENT (INCLUDING
ATTORNEYS' FEES AND EXPENSES, THE ALLOCATED CASH OF AGENT'S INTERNAL LEGAL STAFF
AND FEES OF ENVIRONMENTAL CONSULTANTS, ACCOUNTANTS AND OTHER PROFESSIONALS
RETAINED BY AGENT) INCURRED IN CONNECTION WITH THE REVIEW, NEGOTIATION,
PREPARATION, DOCUMENTATION AND EXECUTION OF THIS THIRD AMENDMENT.
6.04.
SEVERABILITY.
ANY PROVISION OF THIS THIRD AMENDMENT HELD BY A COURT
OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR OR
INVALIDATE THE REMAINDER OF THIS THIRD AMENDMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION SO HELD TO BE INVALID OR UNENFORCEABLE.
6.05.
SUCCESSORS AND ASSIGNS.
THIS THIRD AMENDMENT IS BINDING UPON AND
SHALL INURE TO