Earthlink 2013 Annual Report Download - page 203

certifying that such resolutions have not been amended, supplemented or otherwise modified and remain in full force and
effect as of the date hereof.
5. Authorization to Amend Intercreditor Agreement
. The Lenders (by act of the Required Lenders) hereby (a) consent to
and approve the terms of an amendment to the Intercreditor Agreement, a copy of which is attached hereto as Exhibit B
, (b)
acknowledge the terms of the Intercreditor Agreement, as amended thereby, and agree to be bound by the terms thereof and (c)
advise and direct the Administrative Agent to enter into such amendment to the Intercreditor Agreement on behalf of the Lenders.
6. Miscellaneous .
(a) Each of the Credit Parties hereby (i) acknowledges and consents to all of the terms and conditions of
this Amendment, (ii) ratifies and affirms its obligations under the Credit Documents, (iii) agrees that (A) its obligations
under each of the Credit Documents to which it is party shall remain in full force and effect according to their terms and
(B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its
obligations under the Credit Agreement or the other Credit Documents (except to the extent provided in the Borrower
Assignment, Assumption and Release).
(b) Each of the Credit Parties hereby represents and warrants as follows:
(i) Such Credit Party has taken all necessary action to authorize the execution, delivery and performance
of this Amendment.
(ii) This Amendment has been duly executed and delivered by such Credit Parties and constitutes such
Credit Party’
s legal, valid and binding obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors’
rights generally and (B) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).
(iii) 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 by
such Credit Party of this Amendment.
(c) Each of the Credit Parties represents and warrants to the Administrative Agent and the Lenders that (i) the
representations and warranties of the Credit Parties set forth in Section 5 of the Credit Agreement and in each other Credit
Document are (A) with respect to representations and warranties that contain a materiality qualification, true and correct
(after giving effect to such materiality qualification set forth therein) and (B) with respect to representations and warranties
that do not contain a materiality qualification, true and correct in all material respects, on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on
and as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of
Default.
(d) This Amendment may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and the
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