AND EACH IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT:
(A)
COUNTERPARTS OF THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS
EXECUTED BY THE APPLICABLE CREDIT PARTIES;
(B)
A CERTIFICATE OF THE SECRETARY OF EACH CREDIT PARTY CERTIFYING
THAT NONE OF THE RESOLUTIONS, INCUMBENCY CERTIFICATES AND/OR ORGANIZATIONAL
DOCUMENTS OF ANY CREDIT PARTY AS ADMINISTRATIVE AGENT HAS PREVIOUSLY REQUIRED
HAVE BEEN AMENDED, MODIFIED OR TERMINATED SINCE THEY WERE DELIVERED, AND
CERTIFYING RESOLUTIONS AUTHORIZING THIS AMENDMENT; AND
(C)
SUCH DOCUMENTS AND CERTIFICATIONS AS ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH CREDIT PARTY IS DULY ORGANIZED OR
FORMED, AND THAT EACH CREDIT PARTY IS VALIDLY EXISTING, IN GOOD STANDING AND
QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE
OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH
QUALIFICATION.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.
REPRESENTATIONS AND WARRANTIES.
IN ORDER TO INDUCE
ADMINISTRATIVE AGENT TO ENTER INTO THIS AMENDMENT, BORROWER REPRESENTS AND
WARRANTS TO ADMINISTRATIVE AGENT THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE 3 OF THE ORIGINAL AGREEMENT OR ANY OTHER FINANCING DOCUMENT
ARE TRUE AND CORRECT ON THE EFFECTIVE DATE (INCLUDING, FOR ALL PURPOSES, AFTER
GIVING EFFECT TO THE AMENDMENT DOCUMENTS), EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE.
ARTICLE V
MISCELLANEOUS
SECTION 5.1.
RATIFICATION OF AGREEMENTS.
THE ORIGINAL AGREEMENT AS HEREBY
AMENDED IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.
THE OTHER FINANCING
DOCUMENTS, AS THEY MAY BE AMENDED OR AFFECTED BY THE AMENDMENT DOCUMENTS, ARE
HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.
ANY REFERENCE TO THE CREDIT
AGREEMENT IN ANY FINANCING DOCUMENT SHALL BE DEEMED TO BE A REFERENCE TO THE
ORIGINAL AGREEMENT AS HEREBY AMENDED.
THE EXECUTION, DELIVERY AND
6
EFFECTIVENESS OF THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS SHALL NOT,
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR THEREIN, OPERATE AS A WAIVER OF ANY
RIGHT, POWER OR REMEDY OF ADMINISTRATIVE AGENT OR LENDERS UNDER THE CREDIT
AGREEMENT, OR ANY OTHER FINANCING DOCUMENT NOR CONSTITUTE A WAIVER OF ANY
PROVISION OF THE CREDIT AGREEMENT, OR ANY OTHER FINANCING DOCUMENT.
SECTION 5.2.
SURVIVAL OF AGREEMENTS.
ALL REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS OF ANY CREDIT PARTY HEREIN SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AMENDMENT AND THE PERFORMANCE HEREOF, AND SHALL FURTHER
SURVIVE UNTIL ALL OF THE OBLIGATIONS ARE PAID IN FULL.
ALL STATEMENTS AND
AGREEMENTS CONTAINED IN ANY CERTIFICATE OR INSTRUMENT DELIVERED BY ANY CREDIT
PARTY HEREUNDER OR UNDER THE CREDIT AGREEMENT TO ADMINISTRATIVE AGENT OR ANY
LENDER SHALL BE DEEMED TO CONSTITUTE REPRESENTATIONS AND WARRANTIES BY, AND/OR
AGREEMENTS AND COVENANTS OF SUCH CREDIT PARTY UNDER THIS AMENDMENT AND UNDER THE
CREDIT AGREEMENT.
SECTION 5.3.
FINANCING DOCUMENTS.
THIS AMENDMENT AND THE OTHER AMENDMENT
DOCUMENTS ARE EACH A FINANCING DOCUMENT, AND ALL PROVISIONS IN THE CREDIT
AGREEMENT PERTAINING TO FINANCING DOCUMENTS APPLY HERETO AND THERETO.
SECTION 5.4.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS