Perform Loan Documents. The Borrowers shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, each Borrower. Payment of the costs and expenses associated with any of the foregoing shall be in accordance with the terms and provisions of this Agreement, including, without limitation, the provisions of Section 10.13 hereof.

Authority and Authorization. [[Organization A:Organization]] has the power and authority to execute and deliver this Agreement, to make the borrowing provided for herein, to execute and deliver the Note in evidence of such borrowing, to execute and deliver the other Loan Documents to which [[Organization A:Organization]] is a party and to perform its obligations hereunder and under the Note and the other Loan Documents, and all such action has been duly and validly authorized.

Power to Execute. Each person executing this Agreement on behalf of a Party, by his or her execution hereof, represents and warrants that they are fully authorized to do so, and that no further action or consent on the part of the party for whom they are acting is required for the effectiveness or enforceability of this Agreement against such party following such execution.

Each of the U.S. Loan Parties has the corporate power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party.

Enforceability of Loan Documents. This Amendment is the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Ratification of Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Sections ‎7.04 or ‎7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

Unenforceability of Loan Documents. Any Loan Document shall cease to be in full force and effect (other than, in the case of a Note, as contemplated hereby) with respect to such Borrower, any action shall be taken by or on behalf of such Borrower to discontinue or to assert the invalidity or unenforceability of any of its obligations under any Loan Document, or such Borrower or any Person acting on behalf of such Borrower shall deny that such Borrower has any further liability under any Loan Document or shall give notice to such effect.

The ​ and each other [[Loan Party:Organization]], as debtors, grantors, pledgors, ​, or in other similar capacities in which such Loan Parties grant liens or security interests in their properties, in each case under the Existing Loan Documents, all of the terms and conditions of which are incorporated herein by reference, hereby each # ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of such Existing Loan Documents to which it is a party, and # to the extent such [[Loan Party:Organization]] granted liens on or security interests and re-grants such grant of security and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement. Each [[Loan Party:Organization]] agrees that the Liens granted to the [[Administrative Agent:Organization]] on behalf of the Secured Parties pursuant to the Existing Loan Documents and any other documents or instruments executed, filed or recorded in connection therewith, shall remain outstanding and in full force and effect, without interruption or impairment on and at all times after the Effective Date to secure the Obligations as defined herein and the “Obligations” or “Secured Obligations” as those terms are defined in the Existing Loan Documents, as modified by this Agreement, in favor of the [[Administrative Agent:Organization]] for itself and the Secured Parties. Each [[Loan Party:Organization]] represents and warrants to the [[Administrative Agent:Organization]] and the Secured Parties that each of the representations and warranties applicable to it contained in each of the Existing Loan Documents to which it is a party is true and correct on and as of the date hereof. Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not modify the Existing Loan Documents or operate as a waiver of any right, power or remedy of the [[Administrative Agent:Organization]] or any Secured Party under the Existing Loan Documents, not constitute a waiver of any provision of any of the Existing Loan Documents.

Modifications to Loan Documents. All references in the Loan Documents to the “Mortgage” shall mean the “Mortgage,” as amended by this Agreement.