OR INDIRECTLY, THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN SHALL HAVE BEEN ISSUED AND REMAIN IN FORCE AND EFFECT BY ANY
GOVERNMENTAL AUTHORITY AGAINST BORROWER, ANY GUARANTOR, AGENT, OR ANY LENDER.
4.
RELEASE.
EACH BORROWER HEREBY WAIVES, RELEASES, REMISES AND FOREVER
DISCHARGES EACH MEMBER OF THE LENDER GROUP, EACH OF THEIR RESPECTIVE AFFILIATES,
AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
(COLLECTIVELY, THE "RELEASEES"), FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS,
LIABILITIES, CAUSES OF ACTION, DAMAGES, LOSSES, COSTS AND EXPENSES OF ANY KIND
OR CHARACTER, KNOWN OR UNKNOWN, PAST OR PRESENT, LIQUIDATED OR UNLIQUIDATED,
SUSPECTED OR UNSUSPECTED, WHICH BORROWER EVER HAD, NOW HAS OR MIGHT HEREAFTER
HAVE AGAINST ANY SUCH RELEASEE WHICH RELATES, DIRECTLY OR INDIRECTLY, TO THE
LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR TO ANY ACTS OR OMISSIONS OF ANY
SUCH RELEASEE WITH RESPECT TO THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
TO THE LENDER-BORROWER RELATIONSHIP EVIDENCED BY THE LOAN DOCUMENTS.
AS TO EACH
AND EVERY CLAIM RELEASED HEREUNDER, EACH BORROWER HEREBY REPRESENTS THAT IT HAS
RECEIVED THE ADVICE OF LEGAL COUNSEL WITH REGARD TO THE RELEASES CONTAINED
HEREIN, AND HAVING BEEN SO ADVISED, EACH BORROWER SPECIFICALLY WAIVES THE
BENEFIT OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA WHICH
PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
AS TO EACH AND EVERY CLAIM RELEASED HEREUNDER, EACH BORROWER ALSO WAIVES THE
BENEFIT OF EACH OTHER SIMILAR PROVISION OF APPLICABLE FEDERAL OR STATE LAW, IF
ANY, PERTAINING TO GENERAL RELEASES AFTER HAVING BEEN ADVISED BY ITS LEGAL
COUNSEL WITH RESPECT THERETO.
5.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS TO THE
LENDER GROUP THAT:
(A)
IT HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AMENDMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND UNDER EACH LOAN
DOCUMENT TO WHICH IT IS A PARTY.
THE EXECUTION, DELIVERY, AND PERFORMANCE BY IT
OF THIS AMENDMENT AND
4
the performance by it of each Loan Document to which it is a party (i) have been
duly approved by all necessary action and no other proceedings are necessary to
consummate such transactions; and (ii) are not in contravention of (A) any law,
rule, or regulation, or any order, judgment, decree, writ, injunction, or award
of any arbitrator, court or Governmental Authority binding on it, (B) the terms
of its Governing Documents, or (C) any provision of any material contract or
undertaking to which it is a party or by which any of its properties may be
bound or affected;
(B)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY BORROWER.
THIS AMENDMENT AND EACH LOAN DOCUMENT TO WHICH IT IS A PARTY IS ITS LEGAL, VALID
AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, AND
IS