BINDING ON
OR APPLICABLE TO THE BORROWER OR ANY OF ITS PROPERTY EXCEPT, IF ANY, IN FAVOR OF
THE LENDER.
THE BORROWER REPRESENTS AND WARRANTS THAT NO CONSENT, APPROVAL OR
AUTHORIZATION OF OR REGISTRATION OR DECLARATION WITH ANY PERSON, INCLUDING BUT
NOT LIMITED TO ANY GOVERNMENTAL AUTHORITY, IS REQUIRED IN CONNECTION WITH THE
EXECUTION AND DELIVERY BY THE BORROWER OF THE AMENDMENT DOCUMENTS OR OTHER
AGREEMENTS AND DOCUMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION
THEREWITH OR THE PERFORMANCE OF OBLIGATIONS OF THE BORROWER THEREIN DESCRIBED,
EXCEPT FOR THOSE WHICH THE BORROWER HAS OBTAINED OR PROVIDED AND AS TO WHICH THE
BORROWER HAS DELIVERED CERTIFIED COPIES OF DOCUMENTS EVIDENCING EACH SUCH ACTION
TO THE LENDER.
4.3
NO ADVERSE CLAIM. THE BORROWER WARRANTS, ACKNOWLEDGES AND AGREES
THAT NO EVENTS HAVE BEEN TAKEN PLACE AND NO CIRCUMSTANCES EXIST AT THE DATE
HEREOF WHICH WOULD GIVE THE BORROWER A BASIS TO ASSERT A DEFENSE, OFFSET OR
COUNTERCLAIM TO ANY CLAIM OF THE LENDER WITH RESPECT TO THE OBLIGATIONS.
SECTION 5. AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES, AFFIRMATION OF
SECURITY INTEREST.
THE LENDER AND THE BORROWER EACH ACKNOWLEDGE AND AFFIRM THAT
THE CREDIT AGREEMENT, AS HEREBY AMENDED, IS HEREBY RATIFIED AND CONFIRMED IN ALL
RESPECTS AND ALL TERMS, CONDITIONS AND PROVISIONS OF THE CREDIT AGREEMENT,
EXCEPT AS AMENDED BY THIS AMENDMENT, SHALL REMAIN UNMODIFIED AND IN FULL FORCE
AND EFFECT.
ALL REFERENCES IN ANY DOCUMENT OR INSTRUMENT TO THE CREDIT
AGREEMENT ARE HEREBY AMENDED AND SHALL REFER TO THE CREDIT AGREEMENT AS AMENDED
BY THIS AMENDMENT.
THE BORROWER CONFIRMS TO THE LENDER THAT THE OBLIGATIONS
ARE AND CONTINUE TO BE SECURED BY THE SECURITY INTEREST GRANTED BY THE BORROWER
IN FAVOR OF THE LENDER UNDER THE SECURITY AGREEMENT, AND ALL OF THE TERMS,
CONDITIONS, PROVISIONS, AGREEMENTS, REQUIREMENTS, PROMISES, OBLIGATIONS, DUTIES,
COVENANTS AND REPRESENTATIONS OF THE BORROWER UNDER SUCH DOCUMENTS AND ANY AND
ALL OTHER DOCUMENTS AND AGREEMENTS ENTERED INTO WITH RESPECT TO THE OBLIGATIONS
UNDER THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND ARE HEREBY
RATIFIED AND AFFIRMED IN ALL RESPECTS BY THE BORROWER.
SECTION 6. MERGER AND INTEGRATION, SUPERSEDING EFFECT.
THIS AMENDMENT, FROM AND
AFTER THE DATE HEREOF, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN
THE PARTIES HERETO AND SUPERSEDES AND HAS MERGED INTO THIS AMENDMENT ALL PRIOR
ORAL AND WRITTEN AGREEMENTS ON THE SAME SUBJECTS BY AND BETWEEN THE PARTIES
HERETO WITH THE EFFECT THAT THIS AMENDMENT, SHALL CONTROL WITH RESPECT TO THE
SPECIFIC SUBJECTS HEREOF AND THEREOF.
SECTION 7. SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AMENDMENT
AND THE OTHER AMENDMENT DOCUMENTS AND ANY OTHER STATEMENT, INSTRUMENT OR
TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE, VALID AND ENFORCEABLE UNDER
THE APPLICABLE LAW OF ANY JURISDICTION, BUT, IF ANY PROVISION OF THIS AMENDMENT,
THE OTHER AMENDMENT DOCUMENTS OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION
CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO SHALL BE HELD TO BE
PROHIBITED, INVALID OR UNENFORCEABLE UNDER THE APPLICABLE LAW,