BY WHICH ANY OF ITS PROPERTIES MAY BE BOUND OR AFFECTED, EXCEPT WHERE
THE SAME COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT;
(C)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH LOAN PARTY.
THIS AMENDMENT AND EACH LOAN DOCUMENT (AS AMENDED
OR MODIFIED HEREBY) IS THE LEGAL, VALID AND
1
binding obligation of each Loan Party, enforceable against such Loan Party in
accordance with its terms, and is in full force and effect except as such
validity and enforceability is limited by the laws of insolvency and bankruptcy,
laws affecting creditors' rights and principles of equity applicable hereto;
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH LOAN PARTY OF THIS AMENDMENT AND THE PERFORMANCE BY EACH LOAN PARTY OF THE
FINANCING AGREEMENT AS AMENDED HEREBY DO NOT AND WILL NOT REQUIRE ANY
AUTHORIZATION OR APPROVAL OF, OR OTHER ACTION BY, OR NOTICE TO OR FILING WITH
ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR THE CONSENT OF ANY THIRD PARTY
WHICH HAS NOT YET BEEN OBTAINED, EXCEPT, SOLELY WITH REGARD TO ANY REGULATORY
BODY OR THE CONSENT OF ANY THIRD PARTY, WHERE THE SAME COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(E)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR
OTHER ORDER OF ANY NATURE PROHIBITING, DIRECTLY OR INDIRECTLY, THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREIN HAS BEEN ISSUED AND REMAINS IN FORCE BY
ANY GOVERNMENTAL AUTHORITY AGAINST ANY LOAN PARTY, EITHER AGENT OR ANY LENDER;
(F)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO
EVENT HAS OCCURRED AND IS CONTINUING OR WILL RESULT FROM THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT THAT WOULD CONSTITUTE A DEFAULT OR
AN EVENT OF DEFAULT UNDER AND AS DEFINED IN THE FINANCING AGREEMENT;
(G)
AFTER GIVING EFFECT TO THIS AMENDMENT, THE
REPRESENTATIONS AND WARRANTIES IN THE FINANCING AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT THAT SUCH
MATERIALITY QUALIFIER SHALL NOT BE APPLICABLE TO ANY REPRESENTATIONS AND
WARRANTIES THAT ALREADY ARE QUALIFIED OR MODIFIED BY MATERIALITY IN THE TEXT
THEREOF) ON AND AS OF THE DATE HEREOF, AS THOUGH MADE ON SUCH DATE (EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE);
(H)
THIS AMENDMENT HAS BEEN ENTERED INTO WITHOUT
FORCE OR DURESS, OF THE FREE WILL OF EACH LOAN PARTY.
EACH LOAN PARTY'S
DECISION TO ENTER INTO THIS AMENDMENT IS A FULLY INFORMED DECISION AND EACH LOAN
PARTY IS AWARE OF ALL LEGAL AND OTHER RAMIFICATIONS OF SUCH DECISION; AND
(I)
EACH LOAN PARTY HAS READ AND UNDERSTANDS
THIS AMENDMENT, HAS CONSULTED WITH AND BEEN REPRESENTED BY LEGAL COUNSEL IN
CONNECTION HEREWITH, AND HAS BEEN ADVISED BY ITS COUNSEL OF ITS RIGHTS AND
OBLIGATIONS HEREUNDER AND THEREUNDER.
6.
REAFFIRMATION.
(A)
BORROWER.
THE BORROWER HEREBY REAFFIRMS
ITS OBLIGATIONS UNDER EACH LOAN DOCUMENT TO WHICH IT IS A PARTY.
THE BORROWER
HEREBY FURTHER RATIFIES AND REAFFIRMS THE VALIDITY AND ENFORCEABILITY OF ALL OF
THE LIENS AND SECURITY INTERESTS HERETOFORE GRANTED,