TAX ENDORSEMENT TO THE
EXISTING LENDER'S TITLE INSURANCE POLICIES DELIVERED WITH RESPECT TO EACH SUCH
MORTGAGE.
THE U.S. BORROWER FURTHER COVENANTS TO TAKE ALL FURTHER ACTION,
INCLUDING, WITHOUT LIMITATION, THE RECORDATION OF THE MORTGAGE AMENDMENTS AND
THE PAYMENT OF ALL RECORDING TAXES, FEES AND OTHER CHARGES DUE IN CONNECTION
THEREWITH AND ALL COSTS CHARGED BY THE TITLE INSURER, THAT MAY BE NECESSARY OR
DESIRABLE IN ORDER TO CONTINUE TO PERFECT, PROTECT AND INSURE THE SECURITY
INTEREST OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES IN
THE PROPERTY ENCUMBERED BY THE MORTGAGES.
SECTION 5.
CONFIRMATION OF REPRESENTATIONS AND WARRANTIES.
EACH OF
THE BORROWERS HEREBY REPRESENTS AND WARRANTS, ON AND AS OF THE DATE HEREOF, THAT
THE REPRESENTATIONS AND WARRANTIES
9
CONTAINED IN THE CREDIT AGREEMENT ARE CORRECT AND TRUE IN ALL MATERIAL RESPECTS
ON AND AS OF THE DATE HEREOF, BEFORE AND AFTER GIVING EFFECT TO THIS AMENDMENT,
AS THOUGH MADE ON AND AS OF THE DATE HEREOF, OTHER THAN ANY SUCH REPRESENTATIONS
OR WARRANTIES THAT, BY THEIR TERMS, REFER TO A SPECIFIC DATE.
SECTION 6.
REFERENCE TO AND EFFECT ON THE TRANSACTION DOCUMENTS.
(A)
ON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE CREDIT
AGREEMENT TO "HEREUNDER", "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE
CREDIT AGREEMENT, AND EACH REFERENCE IN THE OTHER TRANSACTION DOCUMENTS TO THE
"CREDIT AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING TO
THE CREDIT AGREEMENT, SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT AS
MODIFIED BY THIS AMENDMENT.
(B)
THE CREDIT AGREEMENT, THE NOTES AND EACH OF THE OTHER LOAN DOCUMENTS, AS
SPECIFICALLY AMENDED BY THIS AMENDMENT, ARE AND SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COLLATERAL DOCUMENTS AND ALL OF
THE COLLATERAL DESCRIBED THEREIN DO AND SHALL CONTINUE TO SECURE THE PAYMENT OF
ALL OBLIGATIONS OF THE LOAN PARTIES UNDER THE LOAN DOCUMENTS, IN EACH CASE AS
AMENDED BY THIS AMENDMENT.
(C)
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 ANY LENDER OR ADMINISTRATIVE AGENT UNDER ANY OF THE TRANSACTION
DOCUMENTS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF ANY OF THE TRANSACTION
DOCUMENTS.
SECTION 7.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AMENDMENT BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AMENDMENT.
SECTION 8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND SHALL BE
SUBJECT TO THE JURISDICTIONAL AND SERVICE PROVISIONS OF THE