OF GERMAN COUNSEL TO MEADE AND ITS
SUBSIDIARIES AS MAY BE REASONABLE IN CONNECTION THEREWITH, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE LENDER.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01.
ACKNOWLEDGMENT.
EACH BORROWER HEREBY REPRESENTS AND
WARRANTS THAT THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND COMPLIANCE BY
SUCH BORROWER WITH ALL OF THE PROVISIONS OF THIS AMENDMENT:
(A) ARE WITHIN ITS
POWERS AND PURPOSES; (B) HAVE BEEN DULY AUTHORIZED OR APPROVED BY SUCH BORROWER;
AND (C) WHEN EXECUTED AND DELIVERED BY OR ON BEHALF OF SUCH BORROWER, WILL
CONSTITUTE VALID AND BINDING OBLIGATIONS OF THE BORROWER, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS.
EACH BORROWER REAFFIRMS ITS OBLIGATION TO PAY ALL
AMOUNTS DUE THE LENDER UNDER THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS
THEREOF, AS MODIFIED HEREBY.
SECTION 6.02.
LOAN DOCUMENTS UNMODIFIED.
EXCEPT AS OTHERWISE
SPECIFICALLY MODIFIED BY THIS AMENDMENT, ALL TERMS AND PROVISIONS OF THE
AGREEMENT AND ALL OTHER LOAN DOCUMENTS, AS MODIFIED HEREBY, SHALL REMAIN IN FULL
FORCE AND EFFECT.
NOTHING CONTAINED IN THIS AMENDMENT SHALL IN ANY WAY IMPAIR
THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS, AS MODIFIED HEREBY OR
ALTER, WAIVE, ANNUL, VARY, AFFECT, OR IMPAIR ANY PROVISIONS, CONDITIONS, OR
COVENANTS CONTAINED THEREIN OR ANY RIGHTS, POWERS, OR REMEDIES GRANTED THEREIN.
ANY LIEN AND/OR SECURITY INTEREST GRANTED TO THE LENDER IN THE COLLATERAL SET
FORTH IN THE AGREEMENT OR ANY OTHER LOAN DOCUMENT IS AND SHALL REMAIN UNCHANGED
AND IN FULL FORCE AND EFFECT AND THE AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL CONTINUE TO SECURE THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS
THEREUNDER, AS MODIFIED HEREBY, AND THE BORROWERS' OBLIGATIONS HEREUNDER.
SECTION 6.03.
PARTIES, SUCCESSORS AND ASSIGNS.
THIS AMENDMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF EACH OF THE BORROWERS, THE
LENDER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6.04.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL, BUT ALL OF WHICH, WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
A FACSIMILE SIGNATURE SHALL BE DEEMED EFFECTIVE AS AN
ORIGINAL.
SECTION 6.05.
HEADINGS.
THE HEADINGS, CAPTIONS AND ARRANGEMENTS USED
IN THIS AMENDMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AMENDMENT.
SECTION 6.06.
EXPENSES OF THE LENDER.
THE BORROWERS AGREE TO PAY ON
DEMAND (A) ALL REASONABLE COSTS AND EXPENSES INCURRED BY THE LENDER IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND
THE OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO AND ANY AND ALL SUBSEQUENT
AMENDMENTS, MODIFICATIONS, AND SUPPLEMENTS HERETO OR THERETO, INCLUDING, WITHOUT
LIMITATION, THE COSTS AND FEES OF THE LENDER'S LEGAL COUNSEL AND THE ALLOCATED
COST OF STAFF COUNSEL, AND (B) ALL COSTS AND EXPENSES REASONABLY INCURRED BY THE
LENDER IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER
THE AGREEMENT, THIS AMENDMENT AND/OR OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE COSTS AND FEES OF THE LENDER'S LEGAL COUNSEL, THE
ALLOCATED COST OF STAFF COUNSEL, AND THE COSTS