AMENDMENT, THE TERMS OF THIS AMENDMENT SHALL CONTROL.
5.
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE BORROWER, THE OTHER LOAN PARTIES, THE LENDERS AND
THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
6.
NO FURTHER AMENDMENTS.
NOTHING IN THIS AMENDMENT OR ANY PRIOR
AMENDMENT TO THE LOAN DOCUMENTS SHALL REQUIRE THE ADMINISTRATIVE AGENT OR ANY
LENDER TO GRANT ANY FURTHER AMENDMENTS TO THE TERMS OF THE LOAN DOCUMENTS.
EACH
OF THE BORROWER AND EACH OTHER LOAN PARTY ACKNOWLEDGES AND AGREES THAT THERE ARE
NO DEFENSES, COUNTERCLAIMS OR SETOFFS AGAINST ANY OF THEIR RESPECTIVE
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
7.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE BORROWER AND EACH
OTHER LOAN PARTY REPRESENTS AND WARRANTS THAT THIS AMENDMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY IT IN ACCORDANCE WITH RESOLUTIONS ADOPTED
BY ITS BOARD OF DIRECTORS OR COMPARABLE MANAGING BODY.
ALL OTHER
REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER AND EACH OTHER LOAN PARTY IN
THE LOAN DOCUMENTS ARE INCORPORATED BY REFERENCE IN THIS AMENDMENT AND ARE
DEEMED TO HAVE BEEN REPEATED AS OF THE DATE OF THIS AMENDMENT WITH THE SAME
FORCE AND EFFECT AS IF SET FORTH IN THIS AMENDMENT, EXCEPT THAT ANY
REPRESENTATION OR WARRANTY RELATING TO ANY FINANCIAL STATEMENTS SHALL BE DEEMED
TO BE APPLICABLE TO THE FINANCIAL STATEMENTS MOST RECENTLY DELIVERED TO THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN DOCUMENTS.
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANK THAT, AFTER GIVING EFFECT
TO THE TERMS OF THIS AMENDMENT, NO DEFAULT HAS OCCURRED AND BEEN CONTINUING.
8.
CONFIRMATION OF LIEN.
EACH OF THE BORROWER AND EACH OTHER LOAN
PARTY HEREBY ACKNOWLEDGES AND AGREES THAT THE COLLATERAL IS AND SHALL REMAIN IN
ALL RESPECTS SUBJECT TO THE LIEN, CHARGE AND ENCUMBRANCE OF THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS AND NOTHING HEREIN CONTAINED, AND NOTHING DONE
PURSUANT HERETO, SHALL ADVERSELY AFFECT OR BE CONSTRUED TO ADVERSELY AFFECT THE
LIEN, CHARGE OR ENCUMBRANCE OF, OR CONVEYANCE EFFECTED BY THE LOANS OR THE
PRIORITY THEREOF OVER OTHER LIENS, CHARGES, ENCUMBRANCES OR CONVEYANCES.
9.
FEES AND EXPENSES.
THE BORROWER AGREES TO PAY ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT AND ITS AFFILIATES,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES, IN CONNECTION WITH THE PREPARATION AND
ADMINISTRATION OF THIS AMENDMENT.
10.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD TO BE ILLEGAL,
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF; AND THE ILLEGALITY, INVALIDITY OR
UNENFORCEABILITY OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL
NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
11.
GOVERNING LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW (WITHOUT