SECTION
5-1401, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT
IN APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION; EXCEPT THAT AT ALL TIMES
THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND
SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE
IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST
EXTENT PERMITTED BY THE LAW OF SUCH STATE, FEDERAL LAW OR THE LAW OF THE STATE
OF NEW YORK, AS APPLICABLE, SHALL GOVERN THE CONSTRUCTION, VALIDITY AND
ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING
HEREUNDER OR THEREUNDER.
TO THE FULLEST EXTENT PERMITTED BY Applicable LAW,
BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT
THE Applicable LAW OF ANY OTHER JURISDICTION GOVERNS THIS AMENDMENT.
v.This Amendment shall be binding upon and shall inure to the benefit of the
parties hereto and their successors and assigns.
vi.Except as specifically modified herein, the Loan Agreement and the other Loan
Documents are hereby ratified and confirmed. Borrower and Agent agree that the
Loan Agreement and the other Loan Documents, as
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amended hereby, shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms. Borrower agrees (i) that this Amendment
is not intended to constitute, and does not constitute or give rise to, and
shall not cause any novation, cancellation or extinguishment of any or all of
the Obligations or of any interests owned or held by Agent (and not previously
released) in and to any of the Collateral, and (ii) to pay the Loan and all
related expenses, as and when due and payable in accordance with the Loan
Agreement and the other Loan Documents (as amended hereby), and to observe and
perform the Obligations, and do all things necessary which are not prohibited by
law to prevent the occurrence of any Event of Default.
vii.This Amendment may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed to be an original, and all of which
when taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile,
portable document format (.pdf), or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this Amendment.
viii.Borrower HEREBY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF IT HAS
NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND
OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART
OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM AGENT. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, Borrower HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
EACH LENDER AND AGENT AND EACH OF THEIR RESPECTIVE PREDECESSORS, AGENTS,
EMPLOYEES, AFFILIATES, ATTORNEYS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE