AND SUBJECT TO THE SATISFACTION OF THE
CONDITIONS TO EFFECTIVENESS SET FORTH IN SECTION 5 OF THIS AGREEMENT, EACH NEW
LENDER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS APPLICABLE TO THE LENDERS AS IF IT WERE
AN ORIGINAL LENDER SIGNATORY THERETO (AND EXPRESSLY MAKES THE APPOINTMENT SET
FORTH IN, AND AGREES TO THE OBLIGATIONS IMPOSED UNDER, ARTICLE IX OF THE CREDIT
AGREEMENT).
4.
REPRESENTATIONS AND WARRANTIES.
BY ITS EXECUTION AND DELIVERY
HEREOF, THE BORROWER REPRESENTS AND WARRANTS THAT, AS OF THE INCREASE CLOSING
DATE, AND AFTER GIVING EFFECT TO THE INCREASE IN THE AGGREGATE COMMITMENTS
PROVIDED FOR IN THIS AGREEMENT:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF AS MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT THE
REPRESENTATIONS CONTAINED IN SUBSECTIONS (A) AND (B) OF SECTION 5.05 OF THE
CREDIT AGREEMENT SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISH
PURSUANT TO SUBSECTIONS (A) AND (B), RESPECTIVELY, OF SECTION 6.01 OF THE CREDIT
AGREEMENT;
(B)
NO EVENT HAS OCCURRED AND IS CONTINUING WHICH CONSTITUTES A
DEFAULT OR AN EVENT OF DEFAULT;
(C)
(I) THE BORROWER HAS FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT, THE REPLACEMENT NOTE PAYABLE TO THE ORDER OF EACH
INCREASING LENDER IN THE AMOUNT OF EACH SUCH LENDER'S COMMITMENT AS INCREASED BY
THIS AGREEMENT (COLLECTIVELY, THE "REPLACEMENT NOTES"), AND THE NOTE PAYABLE TO
THE ORDER OF EACH NEW LENDER IN THE AMOUNT OF EACH SUCH LENDER'S COMMITMENT AS
ESTABLISHED PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "NEW NOTES"),
(II) THIS AGREEMENT, THE REPLACEMENT NOTES AND THE NEW NOTES HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE BORROWER AND (III) THIS AGREEMENT, THE REPLACEMENT
NOTES, THE NEW NOTES, AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, CONSTITUTE
THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED
BY APPLICABLE DEBTOR RELIEF LAWS AND BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS
OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW) AND EXCEPT
AS RIGHTS TO INDEMNITY MAY BE LIMITED BY FEDERAL OR STATE SECURITIES LAWS;
3
(D)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT,
THE REPLACEMENT NOTES, THE NEW NOTES, OR THE CREDIT AGREEMENT, AS AMENDED
HEREBY, NOR THE CONSUMMATION OF ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN,
WILL VIOLATE ANY LAW OR CONFLICT WITH ANY ORGANIZATION DOCUMENTS OF THE
BORROWER, OR ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO WHICH THE BORROWER
OR ANY OF IT PROPERTY IS SUBJECT; AND
(E)
NO AUTHORIZATION, APPROVAL, CONSENT, OR OTHER ACTION BY, NOTICE
TO, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON NOT PREVIOUSLY
OBTAINED IS REQUIRED FOR (I)