THIS AMENDMENT AND EACH FINANCING AGREEMENT (AS AMENDED OR MODIFIED
HEREBY) IS THE LEGAL, VALID AND BINDING OBLIGATION OF EACH BORROWER, ENFORCEABLE
AGAINST EACH BORROWER IN ACCORDANCE WITH ITS TERMS, AND IS IN FULL FORCE AND
EFFECT.
18.5 DUE EXECUTION. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT
ARE WITHIN THE POWER OF EACH BORROWER, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION, HAVE RECEIVED ALL NECESSARY GOVERNMENTAL APPROVAL,
IF ANY, AND DO NOT CONTRAVENE ANY LAW OR ANY CONTRACTUAL RESTRICTIONS BINDING ON
ANY BORROWER.
15
18.6 ABSENCE OF DEFAULTS. NO DEFAULT OR EVENT OF DEFAULT EXISTS OR HAS OCCURRED
AND IS CONTINUING AS OF THE DATE OF THIS AMENDMENT.
19.
CHOICE OF LAW. THE VALIDITY OF THIS AMENDMENT, ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT, THE RIGHTS OF THE PARTIES HEREUNDER, SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK BUT EXCLUDING ANY
PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE
APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF
NEW YORK.
20.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY DIFFERENT PARTIES AND SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED, SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS AMENDMENT BY TELEFACSIMILE OR
OTHER METHOD OF ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
21.
REFERENCE TO AND EFFECT ON THE FINANCING AGREEMENTS.
21.1 UPON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE
LOAN AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF LIKE
IMPORT REFERRING TO THE LOAN AGREEMENT, AND EACH REFERENCE IN THE OTHER
FINANCING AGREEMENTS TO "THE LOAN AGREEMENT", "THEREOF' OR WORDS OF LIKE IMPORT
REFERRING TO THE LOAN AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE LOAN
AGREEMENT AS MODIFIED AND AMENDED HEREBY.
21.2 EXCEPT AS SPECIFICALLY AMENDED PURSUANT HERETO, NO OTHER CHANGES OR
MODIFICATIONS TO THE FINANCING AGREEMENTS ARE INTENDED OR IMPLIED AND THE LOAN
AGREEMENT AND ALL OF THE OTHER FINANCING AGREEMENTS, ARE AND SHALL CONTINUE TO
BE IN FULL FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND
CONFIRMED AND SHALL CONSTITUTE THE LEGAL, VALID, BINDING AND ENFORCEABLE
OBLIGATIONS OF BORROWERS TO AGENT, DOCUMENTATION AGENT AND THE LENDERS.
21.3 THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT,
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OPERATE AS A WAIVER OF ANY RIGHT, POWER OR
REMEDY OF AGENT, DOCUMENTATION AGENT OR ANY LENDER UNDER ANY OF THE FINANCING
AGREEMENTS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF ANY OF THE FINANCING
AGREEMENTS.
21.4 TO THE EXTENT THAT ANY TERMS AND CONDITIONS IN ANY OF THE FINANCING
AGREEMENTS SHALL CONTRADICT OR BE IN CONFLICT WITH ANY TERMS OR CONDITIONS OF
THE LOAN AGREEMENT, AFTER GIVING EFFECT TO THIS AMENDMENT, SUCH TERMS AND
CONDITIONS ARE HEREBY DEEMED