(h) The Lender shall have received, in form and substance satisfactory to the Lender (i) as to the Borrower (A) searches of UCC filings in the jurisdiction of incorporation of the Borrower and each jurisdiction where a filing would need to be made in order to perfect the Lenders security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches.
(i) All other documents and legal matters, including all due diligence, whether related to legal, insurance, tax, flood, or otherwise, in connection with the transactions contemplated by this First Amendment shall be reasonably satisfactory in form and substance to Lender and its counsel.
Section 4. Representations and Warranties. Each of the Loan Parties represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution, delivery and performance of this First Amendment.
(b) This First Amendment has been duly executed and delivered by such Person and constitutes such Persons legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) The Lender shall be satisfied that no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance the Loan Parties of this First Amendment.
(d) Each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date of this First Amendment; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided further, that any representation or warranty that is qualified as to materiality, Material Adverse Effect or similar language is true and correct (after giving effect to any qualification therein) without duplication of such materiality qualifiers as of such date or such earlier date, as applicable.
(e) No event has occurred and is continuing which constitutes a Default.
(f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Lender, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens.
Section 5. Acknowledgments and Affirmations of the Loan Parties. Each Loan Party hereby ratifies the Credit Agreement and expressly acknowledges the terms of this First Amendment and confirms and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this First Amendment and the transactions contemplated hereby and thereby, and agrees it is bound by all terms of the Credit Agreement applicable to it and agrees to observe and fully perform its respective Obligations, (ii) its respective guarantee, if any, pursuant to Article IX of the Credit Agreement and (iii) in the case of the Borrower, its grant of Liens on the Collateral to secure its Secured Obligations pursuant to the Collateral Documents.
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