OF ITS PROPERTY EXCEPT, IF ANY, IN FAVOR
OF THE AGENT.
THE 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 THE BORROWER OF THE AMENDMENT DOCUMENTS OR OTHER
AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION
THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE 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 AGENT.
4.3
NO ADVERSE CLAIM. THE BORROWER WARRANTS, ACKNOWLEDGES AND AGREES
THAT NO EVENTS HAVE BEEN TAKEN PLACE AND NO CIRCUMSTANCES EXIST AT THE DATE
HEREOF WHICH WOULD GIVE THE BORROWER A BASIS TO ASSERT A DEFENSE, OFFSET OR
COUNTERCLAIM TO ANY CLAIM OF THE AGENT OR THE BANKS WITH RESPECT TO THE
OBLIGATIONS.
SECTION 5.
AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES.
THE
AGENT, THE BANKS AND THE 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
7
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.
ALL OF THE TERMS, CONDITIONS,
PROVISIONS, AGREEMENTS, REQUIREMENTS, PROMISES, OBLIGATIONS, DUTIES, COVENANTS
AND REPRESENTATIONS OF THE BORROWER 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 THE BORROWER.
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.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND ANY OTHER STATEMENT, INSTRUMENT
OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE, VALID AND ENFORCEABLE
UNDER THE APPLICABLE LAW OF ANY JURISDICTION, BUT, IF ANY PROVISION OF THIS
AMENDMENT, THE OTHER AMENDMENT DOCUMENTS OR ANY OTHER STATEMENT, INSTRUMENT OR
TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO SHALL
BE HELD TO BE PROHIBITED, INVALID OR UNENFORCEABLE UNDER THE APPLICABLE LAW,
SUCH PROVISION SHALL BE INEFFECTIVE IN SUCH JURISDICTION ONLY TO THE EXTENT OF
SUCH PROHIBITION, INVALIDITY OR UNENFORCEABILITY, WITHOUT INVALIDATING OR
RENDERING UNENFORCEABLE THE REMAINDER OF SUCH PROVISION OR THE REMAINING
PROVISIONS OF THIS AMENDMENT, THE OTHER AMENDMENT DOCUMENTS OR