Loan Agreement are true and
correct as of the date first written above with the same effect as though each
had been made as of such date, except to the extent that any of such
representations and warranties expressly relate to earlier dates.
SECTION 5. Effectiveness of Amendment; Terms of this Amendment.
(a) This Amendment shall become effective as of the date first written
above.
(b) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
(c) On and after the execution and delivery hereof, (i) this Amendment
shall be a part of the Loan Agreement, and (ii) each reference in the Loan
Agreement to "this Agreement" or "hereof", "hereunder" or words of like import,
and each reference in any other document to the Loan Agreement shall mean and be
a reference to the Loan Agreement as amended or modified hereby.
(d) Except as expressly amended or modified hereby, the Loan Agreement
shall remain in full force and effect and is hereby ratified and confirmed by
the parties hereto.
SECTION 6. Execution in Counterparts. This Amendment may be executed by the
parties hereto in separate counterparts (including by facsimile and/or email),
each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW
PRINCIPLES; PROVIDED THAT SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
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SECTION 8. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING
AGAINST FORTIS ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION
CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY
AND COUNTY OF NEW YORK, STATE OF NEW YORK AND FORTIS AND THE BORROWER EACH
HEREBY WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF
ENFORCING THIS AMENDMENT, FORTIS, EACH LENDER AND THE BORROWER EACH HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING. FORTIS AND THE BORROWER HEREBY EACH IRREVOCABLY APPOINTS
AND DESIGNATES CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE,
NEW YORK, NEW YORK, 10011, ITS TRUE AND DULY AUTHORIZED AGENT FOR THE LIMITED
PURPOSE OF RECEIVING AND FORWARDING LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, AND FORTIS AND THE BORROWER EACH AGREE THAT SERVICE OF PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON.
PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, FORTIS AND THE
BORROWER SHALL EACH MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED
AGENT UNTIL ALL