SECRETARY OR AN ASSISTANT SECRETARY OF SUCH LOAN PARTY, WHICH CERTIFICATION
SHALL BE INCLUDED IN THE CERTIFICATE DELIVERED IN RESPECT OF SUCH LOAN PARTY
PURSUANT TO SECTION 4(B) ABOVE AND SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(F)
GOOD STANDING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, WITH A COPY FOR EACH LENDER, CERTIFICATES DATED AS OF A RECENT DATE
FROM THE SECRETARY OF STATE OR OTHER APPROPRIATE AUTHORITY, EVIDENCING THE GOOD
STANDING OF EACH LOAN PARTY (I) TO THE EXTENT RELEVANT UNDER APPLICABLE LAWS, IN
THE JURISDICTION OF ITS ORGANIZATION AND (II) IN EACH OTHER JURISDICTION WHERE
ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS
REQUIRES IT TO QUALIFY AS A FOREIGN PERSON EXCEPT, AS TO THIS SUBCLAUSE (II),
WHERE THE FAILURE TO SO QUALIFY COULD NOT HAVE A MATERIAL ADVERSE EFFECT.
2
(G)
CONSENTS, LICENSES AND APPROVALS.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED, WITH A COUNTERPART FOR EACH LENDER, A CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE BORROWER EITHER (I) ATTACHING COPIES OF ALL CONSENTS,
AUTHORIZATIONS AND FILINGS REFERRED TO IN SECTION 6.1(I) OF THE CREDIT
AGREEMENT, AND STATING THAT SUCH CONSENTS, LICENSES AND FILINGS ARE IN FULL
FORCE AND EFFECT, AND EACH SUCH CONSENT, AUTHORIZATION AND FILING SHALL BE IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT OR (II) STATING THAT
NO SUCH CONSENTS, LICENSES OR APPROVALS ARE SO REQUIRED.
(H)
OTHER CONDITIONS.
EACH OF THE OTHER CONDITIONS TO THE INCREASE
EFFECTIVE DATE PROVIDED IN SECTION 4.1(B) OF THE CREDIT AGREEMENT SHALL HAVE
BEEN SATISFIED.
5.
Representations and Warranties.
To
induce the New Lender and the Existing Lenders to enter into this Agreement, the
Borrower hereby represents and warrants to the undersigned Lenders that, after
giving effect to the increase of the Commitments and the other modifications to
the Credit Agreement provided for herein, the representations and warranties
contained in the Credit Agreement and the other Loan Documents will be true and
correct in all material respects as of the date hereof, except for those
representations and warranties that by their terms were made as of a specified
date which shall be true and correct on and as of such date, and that no Default
or Event of Default has occurred and is continuing.
6.
Disclaimer.
The New Lender and each
Existing Lender acknowledges and agrees that no Lender party to the Credit
Agreement (i) has made any representation or warranty and shall
have no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Documents or any other instrument or document
furnished pursuant thereto; (ii) has made any representation or warranty and
shall have no responsibility with respect to the financial condition of the
Borrower or any other obligor or the performance or observance by the Borrower
or any obligor of any of their respective obligations under the Credit Agreement