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hereto as Exhibit C. <br />6.Miscellaneous. Except as amended by this Fifth Amendment, the <br />Contract shall remain in full force and effect. Wherever in the Contract or any other <br />instrument, reference is made to the "Contract" such reference shall be to the Contract, <br />as amended by this Fifth Amendment. Upon execution, Phase II Owner and <br />Redeveloper shall reimburse the Authority for all out­of­pocket costs incurred by the <br />Authority in connection with negotiating, drafting and approval of this Fifth <br />Amendment. Each party hereto represents and warrants to the other parties that such <br />party has the requisite power and authority to enter into this Fifth Amendment; that all <br />necessary and appropriate approvals, authorizations and other steps have been taken to <br />effect the legality of this Fifth Amendment; that the signatories executing this Fifth <br />Amendment are authorized to do so on behalf of such party; and that this Fifth <br />Amendment is valid and binding upon and enforceable against such party. This Fifth <br />Amendment may be executed in any number of counterparts, each of which shall be <br />deemed an original. Facsimile or email copies of the signature pages to this Fifth <br />Amendment shall be deemed to be originals for all purposes of this Fifth Amendment. <br />[Remainder of the page left blank; signatures to follow] <br />47