AMENDMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
THE REPRESENTATIONS AND WARRANTIES IN THE SECURITY AGREEMENT, AS
AMENDED HEREBY, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME
EFFECT AS THOUGH MADE ON AND AS OF THE DATE OF THIS AMENDMENT (EXCEPT TO THE
EXTENT STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT AS OF SUCH EARLIER DATE).
2
5.
AFFIRMATION.
EXCEPT AS EXPRESSLY AMENDED HEREBY OR BY THE OTHER
AMENDMENT DOCUMENTS, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND
SHALL CONTINUE IN FULL FORCE AND EFFECT AND EACH GRANTOR HEREBY FULLY RATIFIES
AND AFFIRMS EACH LOAN DOCUMENT TO WHICH IT IS A PARTY.
ANY REFERENCE TO THE
SECURITY AGREEMENT FOUND IN THE SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE A REFERENCE TO THE SECURITY AGREEMENT AS AMENDED HEREBY.
THIS
AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT FOR PURPOSES OF THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
6.
ENTIRE AGREEMENT; AMENDMENT.
THIS AMENDMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
GRANTORS, THE LENDERS AND THE ADMINISTRATIVE AGENT, AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR
WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SHALL NOT BE
AMENDED EXCEPT BY THE WRITTEN AGREEMENT OF THE PARTIES AS PROVIDED IN THE CREDIT
AGREEMENT
7.
SEVERABILITY.
IF ANY PROVISION OF THIS AMENDMENT IS HELD TO BE
ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE LEGALITY, VALIDITY AND ENFORCEABILITY
OF THE REMAINING PROVISIONS OF THIS AMENDMENT SHALL NOT BE AFFECTED OR IMPAIRED
THEREBY AND (B) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE
THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE
ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL,
INVALID OR UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A
PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH
PROVISION IN ANY OTHER JURISDICTION
8.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT BY FACSIMILE OR ELECTRONIC MAIL SHALL BE EFFECTIVE
AS DELIVERY OF AN ORIGINAL COUNTERPART.
9.
INCORPORATION OF PROVISIONS OF THE CREDIT AGREEMENT.
TO THE
EXTENT THE CREDIT AGREEMENT CONTAINS PROVISIONS OF GENERAL APPLICABILITY TO THE
LOAN DOCUMENTS, INCLUDING ANY SUCH PROVISIONS CONTAINED IN SECTION 15 THEREOF,
SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE.
10.
NO INCONSISTENT REQUIREMENTS.
EACH GRANTOR ACKNOWLEDGES THAT THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS MAY CONTAIN COVENANTS AND OTHER TERMS AND
PROVISIONS VARIOUSLY STATED REGARDING THE SAME OR SIMILAR MATTERS, AND AGREES
THAT ALL SUCH COVENANTS, TERMS AND PROVISIONS ARE CUMULATIVE AND ALL SHALL BE
PERFORMED AND SATISFIED IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
11.
HEADINGS.
THE HEADINGS AND CAPTIONS OF THIS AMENDMENT ARE FOR THE
PURPOSES OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION