ANY OF ITS AFFILIATES IN CONNECTION WITH THE SECOND
AMENDMENT.
17
5.5.
CORPORATE PROCEEDINGS. ALL CORPORATE AND/OR LIMITED LIABILITY
COMPANY AND LEGAL PROCEEDINGS AND ALL INSTRUMENTS AND AGREEMENTS TO BE EXECUTED
BY EACH CREDIT PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE SATISFACTORY IN FORM AND
SUBSTANCE TO ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS AND ADMINISTRATIVE
AGENT AND ALL LENDERS SHALL HAVE RECEIVED ALL INFORMATION AND COPIES OF ALL
CERTIFICATES, DOCUMENTS AND PAPERS, INCLUDING RECORDS OF CORPORATE AND/OR
LIMITED LIABILITY COMPANY PROCEEDINGS, GOVERNMENTAL APPROVALS, GOOD STANDING
CERTIFICATES AND BRING-DOWN TELEGRAMS OR CERTIFICATES, IF ANY, WHICH
ADMINISTRATIVE AGENT OR SUCH LENDER REASONABLY MAY HAVE REQUESTED IN CONNECTION
THEREWITH, SUCH DOCUMENTS AND PAPERS WHERE APPROPRIATE TO BE CERTIFIED BY PROPER
CORPORATE OR GOVERNMENTAL AUTHORITIES.
Each Lender and the Administrative Agent hereby agrees that by its execution and
delivery of its signature page hereto, such Person approves of and consents to
each of the matters set forth in Section 5 which must be approved by, or which
must be satisfactory to, the Required Lenders or such Person, as the case
may be; provided that, in the case of any agreement or document which must be
approved by, or which must be satisfactory to, the Required Lenders,
Administrative Agent or Borrower shall have delivered a copy of such agreement
or document to such Person if so requested on or prior to the Second Amendment
Effective Date.
SECTION 6
REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT. ON AND AFTER THE
DATE HEREOF EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT,"
"HEREUNDER," "HEREOF," "HEREIN," OR WORDS OF LIKE IMPORT, AND EACH REFERENCE TO
THE CREDIT AGREEMENT, AS THE CASE MAY BE, IN THE LOAN DOCUMENTS AND ALL OTHER
DOCUMENTS (THE "ANCILLARY DOCUMENTS") DELIVERED IN CONNECTION WITH THE CREDIT
AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED
HEREBY.
Except as specifically amended above, the Credit Agreement, and the other Loan
Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.
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
the Lenders or Administrative Agent under the Credit Agreement, the Loan
Documents or the Ancillary Documents.
SECTION 7
COSTS AND EXPENSES. BORROWER AGREES TO PAY ALL REASONABLE COSTS AND
EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE NEGOTIATION,
PREPARATION, PRINTING, TYPING, REPRODUCTION, EXECUTION AND DELIVERY OF THIS
AMENDMENT AND ALL OTHER DOCUMENTS FURNISHED PURSUANT HERETO OR IN CONNECTION
HEREWITH, INCLUDING WITHOUT LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET
EXPENSES OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO ADMINISTRATIVE AGENT AND
ANY LOCAL COUNSEL RETAINED BY ADMINISTRATIVE AGENT RELATIVE THERETO OR THE
REASONABLE ALLOCATED COSTS OF STAFF COUNSEL AS WELL AS THE FEES AND
OUT-OF-POCKET EXPENSES OF COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER
OUTSIDE EXPERTS RETAINED BY ADMINISTRATIVE AGENT IN CONNECTION WITH THE
ADMINISTRATION OF THIS