THE CREDIT AGREEMENT AND
IN EACH OTHER LOAN DOCUMENT ON ITS PART TO BE OBSERVED OR PERFORMED; AND NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
C)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER, HOLDINGS
AND EACH SUBSIDIARY GUARANTOR OF THIS AMENDMENT:
(I) ARE WITHIN SUCH PERSON'S
CORPORATE OR LIMITED LIABILITY COMPANY POWERS; (II) HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE OR OTHER ENTITY ACTION, INCLUDING THE CONSENT OF THE
HOLDERS OF ITS EQUITY INTERESTS WHERE REQUIRED; (III) DO NOT AND WILL NOT
(A) CONTRAVENE THE CERTIFICATE OF INCORPORATION OR FORMATION, AS APPLICABLE OR
BY-LAWS OR LIMITED LIABILITY COMPANY AGREEMENT OF SUCH PERSON, (B) VIOLATE ANY
OTHER APPLICABLE REQUIREMENT OF LAW APPLICABLE TO SUCH PERSON, (C) CONFLICT WITH
OR RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN OR
PERMIT THE TERMINATION OR ACCELERATION OF, ANY CONTRACTUAL OBLIGATION OF SUCH
PERSON, OR (D) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE
PROPERTY OF SUCH PERSON PURSUANT TO ANY REQUIREMENT OF LAW OR ANY SUCH
CONTRACTUAL OBLIGATION OTHER THAN THOSE LIENS PERMITTED BY THE LOAN DOCUMENTS;
AND (IV) DO NOT AND WILL NOT REQUIRE THE CONSENT OF, AUTHORIZATION BY, APPROVAL
OF, NOTICE TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON, OTHER THAN THOSE WHICH PRIOR TO THE AMENDMENT EFFECTIVE DATE WILL
HAVE BEEN OBTAINED OR MADE AND, TO THE EXTENT REQUESTED BY ADMINISTRATIVE AGENT,
COPIES OF WHICH PRIOR TO THE AMENDMENT EFFECTIVE DATE WILL HAVE BEEN DELIVERED
TO THE ADMINISTRATIVE AGENT, AND EACH OF WHICH ON THE AMENDMENT EFFECTIVE DATE
WILL BE IN FULL FORCE AND EFFECT.
D)
NO INVESTIGATION, LITIGATION OR PROCEEDING EXISTS OR, TO THE BEST
KNOWLEDGE OF HOLDINGS OR THE BORROWER, IS THREATENED, OF THE TYPE DESCRIBED IN
SECTION 4.6 OF THE CREDIT AGREEMENT OR THAT SEEKS TO AFFECT ANY TRANSACTION
CONTEMPLATED BY THIS AMENDMENT OR PERMITTED HEREIN.
E)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE
BORROWER, HOLDINGS AND EACH SUBSIDIARY GUARANTOR. EACH OF THIS AMENDMENT AND THE
CREDIT AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER, HOLDINGS, AND EACH SUBSIDIARY GUARANTOR, ENFORCEABLE AGAINST SUCH
PERSON IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO OR
LIMITING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO
ENFORCEABILITY.