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 or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The modifications set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Event of Default or Unmatured Event of Default, shall not operate as a consent to any waiver, consent or further amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrower remains in the sole and absolute discretion of Agent and the ​. To the extent that any terms or provisions of this Amendment conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Amendment shall control.

Reaffirmation of Loan Documents. All of the terms and provisions of the Loan Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and affirmed by the Obligors. The amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, which Liens are hereby ratified and affirmed by the Obligors. This Fifth Amendment is a Loan Document.

Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties, and Bank shall deliver to Borrower copies of all Loan Documents so corrected.

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

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.

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), any action shall be taken by or on behalf of [[Organization A:Organization]] to discontinue or to assert the invalidity or unenforceability of any of its obligations under any Loan Document, or [[Organization A:Organization]] or any Person acting on behalf of [[Organization A:Organization]] shall deny that [[Organization A:Organization]] has any further liability under any Loan Document or shall give notice to such effect.

Enforceability. The Loan Documents are not currently subject to any right of rescission, set-off, counterclaim or defense by any Borrower or any Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and none of the Borrowers or Guarantors has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

Enforceability. Each Loan Document is a legal, valid and binding obligation of each Borrower party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

Enforceability. This Agreement may only be enforced by # Holdco, or # the Company pursuant to the Company’s right to seek specific performance of Parent’s obligation to enforce the Sponsor’s obligation to fund its Commitment in accordance with the terms hereof, pursuant to, and subject to, and solely in accordance with, the terms and conditions of, [Section 9.07] of the Merger Agreement and those set forth herein. No creditor of Holdco, Parent or Merger Sub (other than the Company to the extent provided in this [Section 5]) shall have any right to enforce this Agreement or to cause Holdco or any other person to seek to enforce this Agreement against the Sponsor.