ACTION OF
SUCH PERSON.
OTHER THAN ANY REQUIRED DISCLOSURE FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, NO MATERIAL CONSENT OR AUTHORIZATION OF, FILING WITH,
NOTICE TO, OR OTHER ACT BY OR IN RESPECT OF, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY,
PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR THE GUARANTEE AND
COLLATERAL AGREEMENT (AS AMENDED HEREBY).
(B)
ENFORCEABILITY.
THIS AMENDMENT HAS BEEN
DULY EXECUTED AND DELIVERED ON BEHALF OF THE BORROWER AND EACH OF THE GUARANTORS
THAT IS PARTY HERETO.
ASSUMING THE CONDITIONS PRECEDENT IN SECTION 2 OF THIS
AMENDMENT HAVE BEEN SATISFIED, EACH OF THIS AMENDMENT AND THE GUARANTEE AND
COLLATERAL AGREEMENT (AS AMENDED HEREBY) (I) CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER AND EACH GUARANTOR PARTY HERETO OR THERETO,
AS APPLICABLE, ENFORCEABLE AGAINST THE BORROWER AND SUCH GUARANTOR IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES
(WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW) AND (II) IS
IN FULL FORCE AND EFFECT.
NEITHER THE EXECUTION OR DELIVERY OF THIS AMENDMENT
BY THE BORROWER OR ANY OF THE GUARANTORS, AS APPLICABLE, NOR THE PERFORMANCE BY
THE BORROWER OR THE GUARANTORS OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS
AMENDMENT OR THE GUARANTEE AND COLLATERAL AGREEMENT (AS AMENDED HEREBY), WILL
ADVERSELY AFFECT THE VALIDITY, PERFECTION OR PRIORITY OF THE ADMINISTRATIVE
AGENT'S LIEN (FOR THE RATABLE BENEFIT OF SECURED PARTIES) ON ANY OF THE
COLLATERAL OR ITS ABILITY TO REALIZE THEREON.
(C)
REPRESENTATIONS AND WARRANTIES.
AFTER
GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
THE GUARANTEE AND COLLATERAL AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
ANY SUCH REPRESENTATIONS AND WARRANTIES THAT, BY THEIR TERMS, ARE SPECIFICALLY
MADE AS OF A DATE OTHER THAN THE DATE HEREOF) ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF THE
DATE HEREOF.
(D)
NO CONFLICTS.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AMENDMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, NOR THE PERFORMANCE OF AND COMPLIANCE WITH THE TERMS AND
PROVISIONS HEREOF OR OF THE GUARANTEE AND COLLATERAL AGREEMENT (AS AMENDED
HEREBY) BY THE BORROWER OR ANY GUARANTOR WILL, AT THE TIME OF SUCH PERFORMANCE,
(A) VIOLATE ANY REQUIREMENT OF LAW OR ANY MATERIAL CONTRACTUAL OBLIGATION OF THE
BORROWER OR ANY GUARANTOR, EXCEPT FOR ANY SUCH VIOLATION THAT COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR (B) RESULT IN, OR
REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN LIENS CREATED BY OR
OTHERWISE PERMITTED BY THE LOAN DOCUMENTS) ON ANY OF THEIR RESPECTIVE PROPERTIES
PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH CONTRACTUAL OBLIGATION.
3
(E)
NO DEFAULT.
BOTH BEFORE AND AFTER GIVING
EFFECT TO THIS AMENDMENT, NO EVENT HAS OCCURRED AND IS CONTINUING THAT
CONSTITUTES A DEFAULT OR EVENT OF DEFAULT.