LOAN DOCUMENTS, AS MODIFIED HEREBY, SHALL REMAIN
IN FULL FORCE AND EFFECT.
NOTHING CONTAINED IN THIS CONSENT 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 CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IS AND SHALL REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT AND THE CREDIT 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 5.03.
PARTIES, SUCCESSORS AND ASSIGNS.
THIS
CONSENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF EACH OF THE
BORROWERS, THE LENDER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 5.04.
COUNTERPARTS.
THIS CONSENT 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 5.05.
HEADINGS.
THE HEADINGS, CAPTIONS AND
ARRANGEMENTS USED IN THIS CONSENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT
THE INTERPRETATION OF THIS CONSENT.
SECTION 5.06.
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
CONSENT 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 CREDIT AGREEMENT, THIS CONSENT AND/OR OTHER
LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE COSTS AND FEES OF
THE LENDER'S LEGAL COUNSEL AND THE ALLOCATED COST OF STAFF COUNSEL.
SECTION 5.07.
TOTAL AGREEMENT.
THIS CONSENT, THE
CREDIT AGREEMENT, AND ALL OTHER LOAN DOCUMENTS SHALL CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SHALL
RESCIND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF, AND SHALL NOT BE CHANGED OR TERMINATED
ORALLY.
SECTION 5.08.
WAIVER OF JURY TRIAL.
TO THE EXTENT
NOT PROHIBITED BY APPLICABLE LAW, EACH BORROWER AND THE LENDER IRREVOCABLY WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS
4
CONSENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF
ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT CLAIMS,