AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREOF", "HEREIN" OR WORDS OF LIKE IMPORT REFERRING TO THE LOAN
AGREEMENT, AND EACH REFERENCE IN THE LOAN DOCUMENTS TO THE "LOAN AGREEMENT",
"THEREUNDER", "THEREOF' OR WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT
SHALL MEAN AND BE A REFERENCE TO THE AMENDED LOAN AGREEMENT.
2.
EXCEPT AS SPECIFICALLY AMENDED BY THIS
AMENDMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL
FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
5
3.
THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AMENDMENT SHALL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A
WAIVER OF ANY PROVISION OF, OR OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY
OF AGENT OR ANY LENDER UNDER, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, OR SERVE TO EFFECT A NOVATION OF THE INDEBTEDNESS.
B.
FEES AND EXPENSES.
COMPANY ACKNOWLEDGES
THAT ALL COSTS, FEES AND EXPENSES AS DESCRIBED IN SECTION 13.15 OF THE LOAN
AGREEMENT INCURRED BY AGENT AND ITS COUNSEL WITH RESPECT TO THIS AMENDMENT AND
THE DOCUMENTS AND TRANSACTIONS CONTEMPLATED HEREBY SHALL BE FOR THE ACCOUNT OF
BORROWERS.
C.
HEADINGS.
SECTION AND SUBSECTION HEADINGS
IN THIS AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS AMENDMENT FOR ANY OTHER PURPOSE OR BE GIVEN
ANY SUBSTANTIVE EFFECT.
D.
APPLICABLE LAW.
THIS AMENDMENT SHALL IN
ALL RESPECTS BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
E.
COUNTERPARTS; EFFECTIVENESS.
THIS
AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED
SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT; SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE
SEPARATE COUNTERPARTS AND ATTACHED TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE
PAGES ARE PHYSICALLY ATTACHED TO THE SAME DOCUMENT.
ANY FACSIMILED,
ELECTRONICALLY TRANSMITTED, OR PHOTOCOPIED SIGNATURES HERETO SHALL BE DEEMED
ORIGINAL SIGNATURES HERETO, ALL OF WHICH SHALL BE EQUALLY VALID.
THIS AMENDMENT
(OTHER THAN THE PROVISIONS OF SECTIONS 1 AND 2 HEREOF, THE EFFECTIVENESS OF
WHICH IS GOVERNED BY SECTION 3 HEREOF) SHALL BECOME EFFECTIVE UPON THE EXECUTION
OF A COUNTERPART HEREOF BY OBLIGORS, AGENT AND LENDERS AND RECEIPT BY OBLIGORS
AND AGENT OF WRITTEN OR TELEPHONIC NOTIFICATION OF SUCH EXECUTION AND
AUTHORIZATION OF DELIVERY THEREOF.
SECTION 5.
ACKNOWLEDGEMENT AND CONSENT
BY GUARANTOR
Guarantor hereby acknowledges that it has read this Amendment and consents to
the terms thereof, and hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of Guarantor under its Guaranty
shall not be impaired or affected and the applicable Guaranty is, and shall
continue to be, in full force and effect and is hereby confirmed and ratified in
all respects.
Guarantor further agrees that nothing in the Loan Agreement, this
Amendment or any other Loan Document shall be deemed to require the consent of
Guarantor to any future amendment to the Loan Agreement.
SECTION 6.
RELEASORS.