AMENDMENT AND ALL OTHER LOAN
5
DOCUMENTS EXECUTED AND/OR DELIVERED IN CONNECTION HEREWITH ARE WITHIN ITS
POWERS, HAVE BEEN DULY AUTHORIZED, AND DO NOT CONTRAVENE (A) ITS ARTICLES OF
ORGANIZATION, OPERATING AGREEMENT, OR OTHER ORGANIZATIONAL DOCUMENTS, OR (B) ANY
APPLICABLE LAW; (III) NO CONSENT, LICENSE, PERMIT, APPROVAL OR AUTHORIZATION OF,
OR REGISTRATION, FILING OR DECLARATION WITH ANY GOVERNMENTAL AUTHORITY OR OTHER
PERSON, IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE,
VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY OTHER LOAN DOCUMENTS
EXECUTED AND/OR DELIVERED IN CONNECTION HEREWITH BY OR AGAINST IT; (IV) THIS
AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED AND/OR DELIVERED IN CONNECTION
HEREWITH HAVE BEEN DULY EXECUTED AND DELIVERED BY IT; (V) THIS AMENDMENT AND ALL
OTHER LOAN DOCUMENTS EXECUTED AND/OR DELIVERED IN CONNECTION HEREWITH CONSTITUTE
ITS LEGAL, VALID AND BINDING OBLIGATION ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR BY GENERAL PRINCIPLES OF EQUITY;
(VI) AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT
EXISTS, HAS OCCURRED AND IS CONTINUING OR WOULD RESULT BY THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS AMENDMENT, EXCEPT FOR THE SPECIFIED DEFAULT; AND
(VII) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AS IF MADE ON
THE DATE HEREOF, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR
TERMS TO A SPECIFIC DATE.
SECTION 8.
MISCELLANEOUS.
(A)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
(INCLUDING BY FACSIMILE), AND BY THE DIFFERENT PARTIES HERETO ON THE SAME OR
SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL
INSTRUMENT BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
EACH PARTY AGREES THAT IT WILL BE BOUND BY ITS OWN FACSIMILE
SIGNATURE AND THAT IT ACCEPTS THE FACSIMILE SIGNATURE OF EACH OTHER PARTY.
THE
DESCRIPTIVE HEADINGS OF THE VARIOUS SECTIONS OF THIS AMENDMENT ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO AFFECT THE MEANING OR
CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF OR THEREOF.
WHENEVER THE CONTEXT
AND CONSTRUCTION SO REQUIRE, ALL WORDS HEREIN IN THE SINGULAR NUMBER HEREIN
SHALL BE DEEMED TO HAVE BEEN USED IN THE PLURAL, AND VICE VERSA, AND THE
MASCULINE GENDER SHALL INCLUDE THE FEMININE AND NEUTER AND THE NEUTER SHALL
INCLUDE THE MASCULINE AND FEMININE.
(B)
THIS AMENDMENT MAY NOT BE CHANGED, AMENDED, RESTATED, WAIVED,
SUPPLEMENTED, DISCHARGED, CANCELED, TERMINATED OR OTHERWISE MODIFIED ORALLY OR
BY ANY COURSE OF DEALING OR IN ANY MANNER OTHER THAN AS PROVIDED IN THE LOAN
AGREEMENT.
THIS AMENDMENT SHALL BE CONSIDERED PART OF THE LOAN AGREEMENT AND
SHALL BE A LOAN DOCUMENT FOR ALL PURPOSES UNDER THE LOAN AGREEMENT AND OTHER
LOAN DOCUMENTS.
(C)
THIS AMENDMENT, THE LOAN AGREEMENT AND THE LOAN DOCUMENTS
CONSTITUTE THE FINAL, ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT