This Amendment shall become effective on the Effective Date which is the date on which this Amendment is executed and delivered by a duly authorized officer of each of Seller, Buyer and Guarantor, along with (a) delivery to Buyer of such other documents as Buyer reasonably requested prior to the Effective Date, including without limitation, an opinion of outside counsel to Seller reasonably acceptable to Buyer as to corporate and security interest matters and (b) receipt by Buyer of payment from Seller of an amount equal to the amount of actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby.