CONNECTION HEREWITH HAVE BEEN DULY EXECUTED AND DELIVERED BY BORROWERS AND
ARE ENFORCEABLE AGAINST BORROWERS IN ACCORDANCE WITH THEIR TERMS; AND
(E)
NO EVENT OF DEFAULT EXISTS UNDER THE LOAN AGREEMENT.
3.
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
THE EFFECTIVENESS
OF THE TERMS AND PROVISIONS OF THIS AMENDMENT SHALL BE SUBJECT TO THE EXECUTION
AND DELIVERY BY BORROWERS AND LENDER OF THIS AMENDMENT.
4.
COSTS AND EXPENSES.
EACH BORROWER AGREES TO PAY ALL REASONABLE
LEGAL FEES AND OTHER EXPENSES, WHETHER FOR IN-HOUSE OR OUTSIDE COUNSEL, INCURRED
BY LENDER IN CONNECTION WITH THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
5.
LOAN AGREEMENT REMAINS IN FORCE.
EXCEPT AS SPECIFICALLY WAIVED
AND AMENDED HEREBY, ALL OF THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT AND THIS AMENDMENT SHALL NOT BE A WAIVER OF ANY
RIGHTS OR REMEDIES WHICH LENDER HAS PROVIDED FOR IN THE LOAN AGREEMENT AND ALL
SUCH TERMS AND CONDITIONS ARE HEREWITH RATIFIED, ADOPTED, APPROVED AND ACCEPTED.
6.
RELEASE.
(A)
IN CONSIDERATION OF THE AGREEMENTS OF LENDER CONTAINED HEREIN AND
FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
IS HEREBY ACKNOWLEDGED, EACH BORROWER, ON BEHALF OF ITSELF AND ITS SUCCESSORS,
ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY RELEASES, REMISES AND FOREVER DISCHARGES LENDER, AND ITS SUCCESSORS
AND ASSIGNS, AND THEIR PRESENT AND FORMER SHAREHOLDERS, AFFILIATES,
SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS, ATTORNEYS,
EMPLOYEES, AGENTS, CONSULTANTS AND OTHER REPRESENTATIVES (LENDER AND ALL SUCH
OTHER PERSONS BEING HEREINAFTER REFERRED TO COLLECTIVELY AS THE "RELEASEES" AND
INDIVIDUALLY AS A "RELEASEE"), OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF
ACTION, SUITS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, SUMS
OF MONEY, ACCOUNTS, BILLS, RECKONINGS, DAMAGES AND ANY AND ALL OTHER CLAIMS,
COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER
(INDIVIDUALLY, A "CLAIM" AND COLLECTIVELY, "CLAIMS") OF EVERY NAME AND NATURE,
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT LAW AND IN EQUITY, WHICH
EACH BORROWER OR ANY OF ITS SUCCESSORS, ASSIGNS, OR OTHER LEGAL REPRESENTATIVES
MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST THE RELEASEES OR
ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE, ACTION, CAUSE OR THING
WHATSOEVER WHICH AROSE OR WAS TAKEN OR OMITTED TO BE TAKEN AT ANY TIME ON OR
PRIOR TO THE DAY AND DATE OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, FOR
OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION WITH
2
ANY OF THE LOAN AGREEMENT, OR ANY OF THE OTHER AGREEMENTS OR TRANSACTIONS
THEREUNDER OR RELATED THERETO.
(B)
EACH BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE
RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAY BE
USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING
WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF
SUCH RELEASE.
(C)
EACH BORROWER AGREES THAT NO FACT, EVENT, CIRCUMSTANCE, EVIDENCE
OR TRANSACTION WHICH COULD NOW BE ASSERTED OR WHICH MAY HEREAFTER