BORROWER AND EACH OTHER LOAN PARTY
ACKNOWLEDGES AND AGREES THAT EACH REFERENCE IN THE LOAN DOCUMENTS TO ANY
PARTICULAR LOAN DOCUMENT SHALL BE DEEMED TO BE A REFERENCE TO SUCH LOAN DOCUMENT
AS AMENDED BY THIS AMENDMENT.
TO THE EXTENT OF A CONFLICT BETWEEN THE TERMS OF
ANY LOAN DOCUMENT AND THE TERMS OF THIS AMENDMENT, THE TERMS OF THIS AMENDMENT
SHALL CONTROL.
5.
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER, THE OTHER LOAN
PARTIES, THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
6.
NO FURTHER AMENDMENTS.
NOTHING IN THIS
AMENDMENT OR ANY PRIOR AMENDMENT TO THE LOAN DOCUMENTS SHALL REQUIRE THE
ADMINISTRATIVE AGENT OR ANY LENDER TO GRANT ANY FURTHER AMENDMENTS TO THE TERMS
OF THE LOAN DOCUMENTS.
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY
ACKNOWLEDGES AND AGREES THAT THERE ARE NO DEFENSES, COUNTERCLAIMS OR SETOFFS
AGAINST ANY OF THEIR RESPECTIVE OBLIGATIONS UNDER THE LOAN DOCUMENTS.
7.
REPRESENTATIONS AND WARRANTIES.
EACH
OF THE BORROWER AND EACH OTHER LOAN PARTY REPRESENTS AND WARRANTS THAT THIS
AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY IT IN ACCORDANCE
WITH RESOLUTIONS ADOPTED BY ITS BOARD OF DIRECTORS OR COMPARABLE MANAGING BODY.
ALL OTHER REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER AND EACH OTHER
LOAN PARTY IN THE LOAN DOCUMENTS ARE INCORPORATED BY REFERENCE IN THIS AMENDMENT
AND ARE DEEMED TO HAVE BEEN REPEATED AS OF THE DATE OF THIS AMENDMENT WITH THE
SAME FORCE AND EFFECT AS IF SET FORTH IN THIS AMENDMENT, EXCEPT THAT ANY
REPRESENTATION OR WARRANTY RELATING TO ANY FINANCIAL STATEMENTS SHALL BE DEEMED
TO BE APPLICABLE TO THE FINANCIAL STATEMENTS MOST RECENTLY DELIVERED TO THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN DOCUMENTS.
EACH OF THE BORROWER AND EACH OTHER LOAN PARTY REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANK THAT, AFTER GIVING EFFECT
TO THE TERMS OF THIS AMENDMENT, NO DEFAULT HAS OCCURRED AND BEEN CONTINUING.
8.
CONFIRMATION OF LIEN.
EACH OF THE
BORROWER AND EACH OTHER LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT THE
COLLATERAL IS AND SHALL REMAIN IN ALL RESPECTS SUBJECT TO THE LIEN, CHARGE AND
ENCUMBRANCE OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND NOTHING
HEREIN CONTAINED, AND NOTHING DONE PURSUANT HERETO, SHALL ADVERSELY AFFECT OR BE
CONSTRUED TO ADVERSELY AFFECT THE LIEN, CHARGE OR ENCUMBRANCE OF, OR CONVEYANCE
EFFECTED BY THE LOANS OR THE PRIORITY THEREOF OVER OTHER LIENS, CHARGES,
ENCUMBRANCES OR CONVEYANCES.
9.
FEES AND EXPENSES.
THE BORROWER AGREES
TO PAY ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE
AGENT AND ITS AFFILIATES, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND ITS AFFILIATES, IN
CONNECTION WITH THE PREPARATION AND ADMINISTRATION OF THIS AMENDMENT.
10.
SEVERABILITY.
ANY PROVISION OF THIS
AMENDMENT HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE IN ANY JURISDICTION,
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY,
INVALIDITY OR UNENFORCEABILITY WITHOUT