THE EXTENT IN FORCE AND EFFECT THEREUNDER AS OF THE CLOSING DATE, EXCEPT AS
MODIFIED HEREBY OR BY DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND
DELIVERED IN CONNECTION HEREWITH, AND ALL OF SUCH RIGHTS, DUTIES AND OBLIGATIONS
ARE ASSUMED, RATIFIED AND AFFIRMED BY THE BORROWER;
(C)
ALL INDEMNIFICATION OBLIGATIONS OF THE BORROWER UNDER THE EXISTING
CREDIT AGREEMENT AND ANY OTHER LOAN DOCUMENTS SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND SHALL CONTINUE IN FULL FORCE AND EFFECT FOR THE
BENEFIT OF LENDERS, ADMINISTRATIVE AGENT, AND ANY OTHER PERSON INDEMNIFIED UNDER
THE EXISTING CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AT ANY TIME PRIOR TO
THE CLOSING DATE;
(D)
THE OBLIGATIONS INCURRED UNDER THE EXISTING CREDIT AGREEMENT
SHALL, TO THE EXTENT OUTSTANDING ON THE CLOSING DATE, CONTINUE OUTSTANDING UNDER
THIS AGREEMENT AND SHALL NOT BE DEEMED TO BE PAID, RELEASED, DISCHARGED,
EXTINGUISHED OR OTHERWISE SATISFIED BY THE EXECUTION OF THIS AGREEMENT, AND THIS
AGREEMENT SHALL NOT CONSTITUTE A REFINANCING, SUBSTITUTION OR NOVATION OF SUCH
OBLIGATIONS OR ANY OF THE OTHER RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES
HEREUNDER;
(E)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AGREEMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF LENDERS OR
ADMINISTRATIVE AGENT UNDER THE EXISTING CREDIT AGREEMENT, NOR CONSTITUTE A
WAIVER OF ANY COVENANT, AGREEMENT OR OBLIGATION UNDER THE EXISTING CREDIT
AGREEMENT, EXCEPT TO THE EXTENT THAT ANY SUCH COVENANT, AGREEMENT OR OBLIGATION
IS NO LONGER SET FORTH HEREIN OR IS MODIFIED HEREBY; AND
(F)
ANY AND ALL REFERENCES IN THE LOAN DOCUMENTS TO THE EXISTING
CREDIT AGREEMENT SHALL, WITHOUT FURTHER ACTION OF THE PARTIES, BE DEEMED A
REFERENCE TO THE EXISTING CREDIT AGREEMENT, AS AMENDED AND RESTATED BY THIS
AGREEMENT, AND AS THIS AGREEMENT SHALL BE FURTHER AMENDED OR AMENDED AND
RESTATED FROM TIME TO TIME HEREAFTER.
50
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and each Lender
as follows:
SECTION 4.1.
EXISTENCE; POWER.
THE BORROWER AND EACH OF ITS SUBSIDIARIES (I)
IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION,
PARTNERSHIP OR LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE JURISDICTION OF
ITS ORGANIZATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS
BUSINESS AS NOW CONDUCTED, AND (III) IS DULY QUALIFIED TO DO BUSINESS, AND IS IN
GOOD STANDING, IN EACH JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT
WHERE A FAILURE TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
SECTION 4.2.
ORGANIZATIONAL POWER; AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY ARE
WITHIN THE BORROWER'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ORGANIZATIONAL, AND IF REQUIRED, GENERAL PARTNER ACTION. THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE BORROWER, ANDCONSTITUTES,
AND EACH OTHER LOAN DOCUMENT TO WHICH THE BORROWER IS A PARTY, WHEN EXECUTED AND
DELIVERED BY THE BORROWER, WILL CONSTITUTE, VALID AND BINDING OBLIGATIONS OF THE
BORROWER, ENFORCEABLE