AND EXPENSES AS AND WHEN REQUIRED PURSUANT TO SECTION 1(E) OF THE INITIAL
EXTENSION AGREEMENT.
14.
DUE AUTHORIZATION, ETC.
EACH OF THE PARTIES HERETO HEREBY
REPRESENTS AND WARRANTS THAT EACH OF THE FOLLOWING STATEMENTS IS TRUE, ACCURATE
AND COMPLETE AS TO SUCH PARTY AS OF THE EFFECTIVE DATE OF THIS LETTER AGREEMENT:
(A)
SUCH PARTY HAS CAREFULLY READ AND FULLY UNDERSTOOD ALL OF THE
TERMS AND CONDITIONS OF THIS LETTER AGREEMENT;
(B)
SUCH PARTY HAS CONSULTED WITH, OR HAD A FULL AND FAIR OPPORTUNITY
TO CONSULT WITH, AN ATTORNEY REGARDING THE TERMS AND CONDITIONS OF THIS LETTER
AGREEMENT;
(C)
SUCH PARTY HAS HAD A FULL AND FAIR OPPORTUNITY TO PARTICIPATE IN
THE DRAFTING OF THIS LETTER AGREEMENT;
5
(D)
SUCH PARTY IS FREELY, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY
ENTERING INTO THIS LETTER AGREEMENT;
(E)
IN ENTERING INTO THIS LETTER AGREEMENT, SUCH PARTY HAS NOT RELIED
UPON ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT NOT EXPRESSLY SET FORTH
HEREIN AND IN THE LOAN AGREEMENT, THE EXTENSION AGREEMENT AND OTHER DOCUMENTS
DELIVERED IN CONNECTION THEREWITH;
(F)
THIS LETTER AGREEMENT HAS BEEN DULY AUTHORIZED AND VALIDLY
EXECUTED AND DELIVERED BY SUCH PARTY AND CONSTITUTES EACH SUCH PARTY'S LEGAL,
VALID AND BINDING OBLIGATION, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; AND
(G)
SUCH PARTY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF FORMATION AND HAS THE FULL POWER
AND LEGAL AUTHORITY TO EXECUTE THIS LETTER AGREEMENT, CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, AND PERFORM ITS OBLIGATIONS HEREUNDER.
15.
CAPACITY.
THE PERSON OR PERSONS SIGNING THE LETTER AGREEMENT ON
BEHALF OF THE BORROWER AND THE GUARANTORS, RESPECTIVELY, IS SIGNING STRICTLY IN
HIS/HER RESPECTIVE CORPORATE CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY.
16.
NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
SUPER ENTITIES AND THE GUARANTORS, AS APPLICABLE, OF EACH SUCH ENTITY'S
RESPECTIVE OBLIGATIONS UNDER AND IN CONNECTION WITH (A) THE OTHER
DECEMBER AGREEMENTS AND (B) THE EXTENSION AGREEMENT, IN EACH CASE, AS AMENDED
AND/OR MODIFIED BY THIS LETTER AGREEMENT, WILL NOT (I) CONTRAVENE, RESULT IN ANY
BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN THE CREATION OF ANY
ENCUMBRANCE IN RESPECT OF ANY PROPERTY OF SUCH ENTITY OR ANY OF ITS SUBSIDIARIES
UNDER, ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN, PURCHASE OR CREDIT
AGREEMENT, LEASE, CORPORATE CHARTER, MEMORANDUM AND ARTICLES OF ASSOCIATION,
REGULATIONS OR BY-LAWS, OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH SUCH
ENTITY OR ANY OF ITS SUBSIDIARIES IS BOUND OR BY WHICH SUCH ENTITY OR ANY OF ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES MAY BE BOUND OR AFFECTED
(INCLUDING, WITHOUT LIMITATION, THE OTHER DECEMBER AGREEMENTS), (II) CONFLICT
WITH OR RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY
ORDER, JUDGMENT, DECREE, OR RULING OF ANY COURT, ARBITRATOR OR GOVERNMENTAL
AUTHORITY APPLICABLE TO SUCH ENTITY OR ANY OF ITS SUBSIDIARIES, (III) VIOLATE
ANY PROVISION OF ANY STATUTE OR OTHER RULE OR REGULATION OF ANY GOVERNMENTAL
AUTHORITY APPLICABLE TO SUCH ENTITY OR ANY OF ITS SUBSIDIARIES OR
(IV) CONTRAVENE ANY