THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF, AS THOUGH MADE ON SUCH DATE (EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE).
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON THE DATE HEREOF, NOR SHALL RESULT FROM THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN.
(E)
NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED, NOR SHALL RESULT
FROM THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN.
(F)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR OTHER ORDER OF ANY
NATURE PROHIBITING, DIRECTLY OR INDIRECTLY, THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN SHALL HAVE BEEN ISSUED AND REMAIN IN FORCE BY ANY
GOVERNMENTAL AUTHORITY AGAINST ANY BORROWER, ANY GUARANTOR, AGENT, OR ANY
LENDER.
4.
REPRESENTATIONS AND WARRANTIES.
EACH BORROWER REPRESENTS AND WARRANTS TO
THE LENDER GROUP AS FOLLOWS:
(A)
IT IS DULY ORGANIZED AND EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION AND IS QUALIFIED TO DO BUSINESS IN
ANY STATE WHERE THE FAILURE TO BE SO QUALIFIED REASONABLY COULD BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE CHANGE.
(B)
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AMENDMENT AND OF
THE CREDIT AGREEMENT, AS AMENDED HEREBY, (I) ARE WITHIN ITS POWERS, (II) HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND (III) ARE NOT IN CONTRAVENTION
OF ANY LAW, RULE, OR REGULATION APPLICABLE TO IT, OR ANY ORDER, JUDGMENT,
DECREE, WRIT, INJUNCTION, OR AWARD OF ANY ARBITRATOR, COURT, OR GOVERNMENTAL
AUTHORITY, OR OF THE TERMS OF ITS GOVERNING DOCUMENTS, OR OF ANY CONTRACT OR
UNDERTAKING TO WHICH IT IS A PARTY OR BY WHICH ANY OF ITS PROPERTIES MAY BE
BOUND OR AFFECTED.
2
(C)
THIS AMENDMENT AND THE CREDIT AGREEMENT, AS AMENDED HEREBY, ARE
LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER, ENFORCEABLE AGAINST SUCH
BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(D)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING ON
THE DATE HEREOF OR AS OF THE DATE UPON WHICH THE CONDITIONS PRECEDENT SET FORTH
HEREIN ARE SATISFIED.
5.
RELEASE BY BORROWER.
(A)
EFFECTIVE ON THE DATE HEREOF, EACH BORROWER, FOR ITSELF AND ON
BEHALF OF ITS RESPECTIVE SUCCESSORS, ASSIGNS, AND OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND ATTORNEYS, AND ANY PERSON ACTING FOR OR ON BEHALF OF, OR
CLAIMING THROUGH IT, HEREBY WAIVES, RELEASES, REMISES AND FOREVER DISCHARGES
AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR
RESPECTIVE SUCCESSORS IN TITLE, PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS,
EMPLOYEES, LIMITED PARTNERS, GENERAL PARTNERS, INVESTORS, ATTORNEYS, ASSIGNS,
SUBSIDIARIES, SHAREHOLDERS, TRUSTEES, AGENTS AND OTHER PROFESSIONALS (EACH A
"RELEASEE" AND COLLECTIVELY, THE "RELEASEES"), FROM ANY AND ALL PAST, PRESENT
AND FUTURE CLAIMS, SUITS, LIENS, LAWSUITS, ADVERSE CONSEQUENCES, AMOUNTS PAID IN
SETTLEMENT, DEBTS, DEFICIENCIES, DIMINUTION IN VALUE, DISBURSEMENTS, DEMANDS,
OBLIGATIONS, LIABILITIES, CAUSES OF ACTION, DAMAGES, LOSSES, COSTS AND EXPENSES
OF ANY KIND OR CHARACTER,
WHETHER BASED IN EQUITY, LAW, CONTRACT, TORT, IMPLIED
OR EXPRESS WARRANTY, STRICT