A
CONTRAVENTION HAS A REASONABLE POSSIBILITY OF HAVING A MATERIAL ADVERSE EFFECT
OR CONTRAVENING ANY LAW OR GOVERNMENTAL REGULATION OR COURT DECREE OR ORDER
BINDING ON OR AFFECTING ANY SUCH BORROWER.
(III)
BINDING OBLIGATION. THIS AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY EACH BORROWER AND THIS AGREEMENT AND THE AMENDED
AGREEMENT CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF EACH BORROWER,
ENFORCEABLE AGAINST EACH BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
7
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
(IV)
GOVERNMENTAL APPROVAL, REGULATION, ETC.
NO
AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH,
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY OTHER PERSON IS REQUIRED
FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY ANY
BORROWER.
(V)
INCORPORATION OF REPRESENTATIONS AND
WARRANTIES FROM CREDIT AGREEMENT. OTHER THAN AS AMENDED HEREBY EACH OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 OF THE CREDIT AGREEMENT IS
TRUE AND CORRECT AS OF THE DATE HEREOF.
Section 4.
Acknowledgement.
Each
Borrower acknowledges and agrees that each of the Security Documents to which it
is a party or otherwise bound shall continue in full force and effect. Each
Borrower hereby agrees and confirms that each Security Document to which it is a
party or otherwise bound and all Collateral encumbered thereby will continue to
guaranty or secure, as the case may be, the payment and performance of all
obligations guaranteed or secured thereby, as the case may be, and that none of
the Borrowers has any defense, offset, counterclaim or right of recoupment with
respect to the Obligations of the Borrowers under the Amended Agreement.
Section 5.
Miscellaneous.
(I)
EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE TERMS,
PROVISIONS AND CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED AND
THE BORROWERS REMAIN BOUND TO PAY AND PERFORM THEIR OBLIGATIONS THEREUNDER.
(II)
APPLICABLE LAW. THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH ANY LAWS RELATING TO CONFLICTS
OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(III)
HEADINGS. THE VARIOUS HEADINGS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT OR ANY PROVISION HEREOF.
(IV)
COUNTERPARTS AND INCORPORATION. THIS AGREEMENT
MAY BE EXECUTED BY THE PARTIES HERETO IN SEVERAL COUNTERPARTS AND BY THE
DIFFERENT PARTIES ON SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME
INSTRUMENT.
A FACSIMILE OR OTHER ELECTRONIC COPY OF AN EXECUTED COUNTERPART
SHALL HAVE THE SAME EFFECT AS THE ORIGINAL EXECUTED COUNTERPART.
FOLLOWING
EXECUTION AND DELIVERY OF THIS