TO THE ADMINISTRATIVE AGENT, AND SHALL BE EXECUTED BY THE
PRESIDENT OR ANY VICE PRESIDENT AND THE SECRETARY OR ANY ASSISTANT SECRETARY OF
SUCH LOAN PARTY.
(F)
TO THE EXTENT THE FOLLOWING HAVE BEEN AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED SINCE THE CLOSING DATE, TRUE AND COMPLETE
COPIES OF THE GOVERNING DOCUMENTS OF EACH LOAN PARTY, CERTIFIED AS OF THE DATE
HEREOF AS COMPLETE AND CORRECT COPIES THEREOF BY THE 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 8(C) AND
SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.
(G)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWERS 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)
A NOTE OF THE BORROWERS CONFORMING TO THE REQUIREMENTS OF THE
CREDIT AGREEMENT AND EXECUTED BY A DULY AUTHORIZED OFFICER OF EACH BORROWER IN
FAVOR OF THE EXISTING LENDER, IN AN AMOUNT EQUAL TO $75,000,000.
(I)
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; PROVIDED THAT, THE LOAN
PARTIES SHALL DELIVER SUCH CERTIFICATES TO THE ADMINISTRATIVE AGENT WITHIN TEN
BUSINESS DAYS FOLLOWING THE AMENDMENT EFFECTIVE DATE.
9.
Representations and Warranties.
The Borrowers hereby represent
and warrant to the Administrative Agent and each Lender that as of the Amendment
Effective Date (before and after giving effect to this Amendment):
(A)
EACH LOAN PARTY HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THIS AMENDMENT AND THE ACKNOWLEDGMENT AND CONSENT
(COLLECTIVELY, THE "AMENDMENT DOCUMENTS").
(B)
EACH LOAN PARTY HAS TAKEN ALL NECESSARY CORPORATE (OR ANALOGOUS)
ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH AMENDMENT
DOCUMENT.
NO CONSENT OR AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT
BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON, INCLUDING
WITHOUT LIMITATION, FERC, TO WHICH A BORROWER OR ANY OF THEIR SUBSIDIARIES IS
SUBJECT, IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE,
VALIDITY OR ENFORCEABILITY OF THE AMENDMENT DOCUMENTS, EXCEPT (I) CONSENTS,
AUTHORIZATIONS, FILINGS AND NOTICES WHICH HAVE BEEN OBTAINED, MADE OR TAKEN AND
ARE IN FULL FORCE AND EFFECT AND (II) THE FILINGS CONTEMPLATED BY SECTION 5.16
OF THE CREDIT AGREEMENT.
EACH AMENDMENT