GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
5.2
COUNTERPARTS; HEADINGS.
THIS MODIFICATION MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, AND ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE INSTRUMENT.
THE CAPTIONS AND HEADINGS
OF THE VARIOUS SECTIONS OF THIS MODIFICATION ARE FOR PURPOSES OF REFERENCE ONLY
AND ARE NOT TO BE CONSTRUED AS CONFINING OR LIMITING IN ANY WAY THE SCOPE OR
INTENT OF THE PROVISIONS HEREOF.
WHENEVER THE CONTEXT REQUIRES OR PERMITS, THE
SINGULAR SHALL INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE SINGULAR, AND
THE MASCULINE, FEMININE AND NEUTER SHALL BE FREELY INTERCHANGEABLE.
THE
EXCHANGE OF SIGNATURE PAGES BY FACSIMILE OR PORTABLE DOCUMENT FORMAT (PDF)
TRANSMISSION SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH SIGNATURE PAGES AND MAY
BE USED IN LIEU OF THE ORIGINAL SIGNATURE PAGES FOR ALL PURPOSES.
SIGNATURES
OF THE PARTIES HERETO TRANSMITTED BY FACSIMILE OR PORTABLE DOCUMENT FORMAT (PDF)
SHALL BE DEEMED TO BE THEIR ORIGINAL SIGNATURES FOR ALL PURPOSES.
5.3
SUCCESSORS AND ASSIGNS.
THE PROVISIONS HEREOF SHALL BE BINDING
UPON, AND SHALL INURE TO THE BENEFIT OF, THE RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES HERETO.
5.4
MERGER.
IT IS UNDERSTOOD AND AGREED THAT ALL UNDERSTANDINGS
AND AGREEMENTS HERETOFORE HAD BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF ARE MERGED IN THIS MODIFICATION, WHICH FULLY AND
COMPLETELY EXPRESSES THE PARTIES' AGREEMENTS WITH RESPECT TO THE MATTERS
CONTAINED HEREIN.
5.5
UNENFORCEABILITY.
IN THE EVENT ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS MODIFICATION SHALL BE HELD TO BE INVALID, ILLEGAL
OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER PROVISION OF THIS MODIFICATION, AND THIS MODIFICATION
SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
5.6
FULL FORCE AND EFFECT.
EXCEPT AS SPECIFICALLY MODIFIED BY THIS
MODIFICATION, ALL TERMS, COVENANTS AND PROVISIONS OF THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS AS SET FORTH IN ANY AGREEMENTS EXECUTED IN CONNECTION
THEREWITH SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT.
5.7
LOAN AGREEMENT REFERENCES.
ALL REFERENCES IN THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO "THIS AGREEMENT", "THE LOAN DOCUMENTS"
AND "THE LOAN AGREEMENT" OR WORDS OF LIKE IMPORT SHALL BE DEEMED TO REFER TO
SUCH DOCUMENT THE LOAN DOCUMENTS AND THE LOAN AGREEMENT, EACH AS AMENDED HEREBY.
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5.8
RECITALS INCORPORATED.
THE RECITALS SET FORTH AT THE BEGINNING
OF THIS MODIFICATION ARE HEREBY INCORPORATED INTO AND MADE A PART OF THE
SUBSTANTIVE PROVISIONS OF THIS MODIFICATION.
5.9
NO FURTHER RESTRUCTURES.
BORROWER EXPRESSLY ACKNOWLEDGES AND
AGREES THAT LENDER IS UNDER NO OBLIGATION TO FURTHER AMEND THE LOAN.
5.10
FURTHER MODIFICATIONS.
THIS MODIFICATION MAY NOT BE MODIFIED,
AMENDED, WAIVED, CHANGED OR TERMINATED ORALLY, BUT ONLY BY AN AGREEMENT IN
WRITING SIGNED BY THE PARTIES HERETO.
5.11
CONFLICTS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS
MODIFICATION AND THE TERMS OF THE LOAN AGREEMENT