OF BORROWER,
THIS AMENDMENT AND ANY AND ALL OTHER DOCUMENTS, AGREEMENTS, STATEMENTS,
RESOLUTIONS, CERTIFICATES, CONSENTS AND INFORMATION AS AGENT OR ANY LENDER MAY
REQUIRE IN CONNECTION WITH THE MATTERS OR ACTIONS DESCRIBED HEREIN.
BORROWER
FURTHER COVENANTS AND AGREES TO EXECUTE AND DELIVER TO AGENT OR TO CAUSE TO BE
EXECUTED AND DELIVERED AT THE SOLE COST AND EXPENSE OF BORROWER, FROM TIME TO
TIME, ANY AND ALL OTHER DOCUMENTS, AGREEMENTS, STATEMENTS, CERTIFICATES AND
INFORMATION AS AGENT OR ANY LENDER SHALL REASONABLY REQUEST TO EVIDENCE OR
EFFECT THE TERMS HEREOF, THE LOAN AGREEMENT, AS AMENDED, OR ANY OF THE OTHER
LOAN DOCUMENTS, OR TO ENFORCE OR TO PROTECT AGENT'S AND EACH LENDER'S INTEREST
IN THE COLLATERAL.
ALL SUCH DOCUMENTS, AGREEMENTS, STATEMENTS, ETC., SHALL BE
IN FORM AND CONTENT ACCEPTABLE TO AGENT IN ITS REASONABLE SOLE DISCRETION.
4.
FEES, COST, EXPENSES AND EXPENDITURES.
BORROWER WILL PAY ALL OF
AGENT'S AND EACH LENDER'S EXPENSES IN CONNECTION WITH THE REVIEW, PREPARATION,
NEGOTIATION, DOCUMENTATION AND CLOSING OF THIS AMENDMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING WITHOUT LIMITATION, FEES,
REASONABLE ATTORNEY'S FEES, DISBURSEMENTS, EXPENSES AND DISBURSEMENTS OF COUNSEL
RETAINED BY AGENT OR ANY LENDER AND ALL FEES RELATED TO TITLE INSURANCE,
FILINGS, RECORDING OF DOCUMENTS AND SEARCHES, WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREUNDER ARE CONSUMMATED.
5.
INCONSISTENCIES.
TO THE EXTENT OF ANY INCONSISTENCY BETWEEN THE
TERMS, CONDITIONS AND PROVISIONS OF THIS AMENDMENT AND THE TERMS, CONDITIONS AND
PROVISIONS OF THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE TERMS,
CONDITIONS AND PROVISIONS OF THIS AMENDMENT SHALL PREVAIL.
ALL TERMS,
CONDITIONS AND PROVISIONS OF THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS NOT
INCONSISTENT HEREWITH SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED BY BORROWER.
6.
CONSTRUCTION.
ALL REFERENCES TO THE LOAN AGREEMENT THEREIN OR IN
ANY OTHER LOAN DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THE LOAN AGREEMENT
AS AMENDED HEREBY.
7.
NO WAIVER.
NOTHING CONTAINED HEREIN AND NO ACTIONS TAKEN
PURSUANT TO THE TERMS HEREOF ARE INTENDED TO NOR SHALL THEY CONSTITUTE A WAIVER
BY AGENT OR ANY LENDER OF ANY RIGHTS OR REMEDIES AVAILABLE TO AGENT OR ANY
LENDER AT LAW OR IN EQUITY OR AS PROVIDED IN THE LOAN AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
8.
BINDING EFFECT.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
9.
SEVERABILITY.
THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER
LOAN DOCUMENTS ARE DEEMED TO BE SEVERABLE, AND THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING
PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.
10.
MODIFICATIONS.
NO MODIFICATION OF THIS AMENDMENT OR ANY OF THE
LOAN DOCUMENTS SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING AND SIGNED BY
OR ON BEHALF OF THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
11.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
12.
HEADINGS.
THE HEADINGS OF