lenders party thereto from time to time and Cantor Fitzgerald Securities, as administrative agent, duly executed by each of the parties thereto; (b) the Agent shall have received counterparts to this Amendment, duly executed by the Borrower, the Guarantors and each Lender (which, together with each other Lender party hereto, constitutes the Required Lenders); and (c) each of the representations and warranties made by the Borrower in Section 5 hereof shall be true and correct. Without limiting the generality of the provisions of Section 11.3(b) (No Obligation of Agent) of the Credit Agreement, for purposes of determining compliance with the conditions precedent set forth in this Section 4, each Lender, to the extent such Person has signed this Amendment, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Person, unless the Agent shall have received written notice from such Person prior to the date hereof specifying its objection thereto. 5. Representations and Warranties. In order to induce the Lenders and the Agent to enter into this Amendment, the Borrower Agent represents and warrants to the Lenders and the Agent, for itself and for each other Loan Party, as follows: (a) both immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default exists; (b) the execution, delivery and performance by the Borrower Agent of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, do not contravene the Borrower Agent’s Governing Documents and do not and will not contravene any Material Contract; (c) this Amendment has been duly executed and delivered on behalf of the Borrower Agent; (d) this Amendment constitutes a legal, valid and binding obligation of the Borrower Agent, enforceable against the Borrower Agent and the other Loan Parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; and 4