EFFECT ON FUND ACCOUNTING AGREEMENT In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
Representations and Warranties Borrower represents and warrants as follows:
Taxes The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.
Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
Termination This Agreement may be terminated at any time prior to the Closing:
Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
Agreement The parties agree as follows:
Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
COUNTERPARTS/FACSIMILE This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.
