OF THIS AMENDMENT BY EACH COMPANY IS
WITHIN ITS CORPORATE POWERS, HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION, AND EACH COMPANY HAS RECEIVED ALL NECESSARY CONSENTS AND APPROVALS (IF
ANY SHALL BE REQUIRED) FOR THE EXECUTION AND DELIVERY OF THIS AMENDMENT;
(C) UPON ITS EXECUTION, THIS AMENDMENT SHALL CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATION OF EACH COMPANY, ENFORCEABLE AGAINST EACH COMPANY IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY (I)
BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND
(II) GENERAL PRINCIPLES OF EQUITY;
(D)
NONE OF THE COMPANIES IS IN DEFAULT UNDER ANY INDENTURE, MORTGAGE, DEED OF
TRUST, OR OTHER MATERIAL AGREEMENT OR MATERIAL INSTRUMENT TO WHICH IT IS A PARTY
OR BY WHICH IT MAY BE BOUND. NEITHER THE EXECUTION AND DELIVERY OF THIS
AMENDMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED, NOR
COMPLIANCE WITH THE PROVISIONS HEREOF WILL (I) REQUIRE ANY CONSENT OR APPROVAL
OF, REGISTRATION OR FILING WITH, OR ANY OTHER ACTION BY, ANY GOVERNMENTAL
AUTHORITY, (II) VIOLATE ANY LAW OR REGULATION APPLICABLE TO ANY COMPANY, (III)
CAUSE A VIOLATION BY ANY COMPANY OF ANY ORDER OR DECREE OF ANY COURT OR
GOVERNMENT INSTRUMENTALITY APPLICABLE TO IT, (IV) CONFLICT WITH, OR RESULT IN
THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, ANY INDENTURE, MORTGAGE, DEED OF
TRUST, OR OTHER MATERIAL AGREEMENT OR MATERIAL INSTRUMENT TO WHICH ANY COMPANY
IS A PARTY OR BY WHICH IT MAY BE BOUND, (V) RESULT IN THE CREATION OR IMPOSITION
OF ANY LIEN, CHARGE, OR ENCUMBRANCE UPON ANY OF THE PROPERTY OF ANY COMPANY,
EXCEPT IN FAVOR OF THE AGENT, TO SECURE THE OBLIGATIONS, OR (VI) VIOLATE ANY
PROVISION OF THE CERTIFICATE OF INCORPORATION, BY-LAWS OR ANY CAPITAL STOCK
PROVISIONS OF ANY COMPANY;
(E)
SCHEDULE B HERETO SETS FORTH (I) THE ADDRESS OF EACH PREMISES AT WHICH ANY
COLLATERAL IS LOCATED OR ANY COMPANY CONDUCTS BUSINESS, (II) WITH RESPECT TO
EACH SUCH PREMISES, WHETHER IT IS OWNED OR LEASED BY A COMPANY AND THE NAME OF
THE COMPANY THAT IS THE OWNER OR LESSEE THEREOF AND (III) WITH RESPECT TO EACH
SUCH PREMISES, THE BUSINESS AND OTHER ACTIVITIES CONDUCTED ON SUCH PREMISES BY
THE APPLICABLE COMPANY;
(F)
THE SECURITY INTEREST OF THE AGENT IN THE COLLATERAL GRANTED UNDER THE
FINANCING AGREEMENT CONSTITUTES A VALID FIRST AND ONLY SECURITY INTEREST IN THE
COLLATERAL, EXCEPT FOR THE PERMITTED ENCUMBRANCES SET FORTH ON SCHEDULE C
HERETO;
(G)
EACH COMPANY HAS GOOD TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL OF THE
REAL PROPERTY THAT IS OWNED OR LEASED BY SUCH COMPANY, AS SET FORTH ON SCHEDULE
B HERETO, EXCEPT FOR THE PERMITTED ENCUMBRANCES SET FORTH ON SCHEDULE C HERETO
AND MINOR DEFECTS OR ENCUMBRANCES IN TITLE THAT DO NOT INTERFERE WITH ITS
ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH
PROPERTIES FOR THEIR INTENDED PURPOSES;
(H)
EXCEPT AS SET FORTH ON SCHEDULE D HERETO, THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING