OR AUTHORITY IS REQUIRED TO AUTHORIZE, OR
IS OTHERWISE REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AMENDMENT AND THE PERFORMANCE OF THIS AMENDMENT AND THE AMENDED AGREEMENT;
(C)
THE EXECUTION AND DELIVERY OF THIS
AMENDMENT AND THE PERFORMANCE OF THIS AMENDMENT AND THE AMENDED AGREEMENT WILL
NOT VIOLATE ANY LAW, STATUTE OR REGULATION, OR ANY ORDER OR DECREE OF ANY COURT
OR GOVERNMENTAL INSTRUMENTALITY, OR CONFLICT WITH, OR RESULT IN THE BREACH OF,
OR CONSTITUTE A DEFAULT UNDER ANY CONTRACTUAL OBLIGATION; AND
(D)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY A DULY AUTHORIZED OFFICER, AND THIS AMENDMENT AND THE AMENDED
AGREEMENT CONSTITUTE A LEGAL, VALID AND BINDING OBLIGATION OF IT, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, SUBJECT TO LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND THE EXERCISE OF JUDICIAL DISCRETION IN
ACCORDANCE WITH GENERAL PRINCIPLES OF EQUITY.
3.3
THE LOAN DOCUMENTS, SUBJECT TO THE FOREGOING
TERMS AND CONDITIONS PROVIDED BY THIS AMENDMENT, CONSTITUTE THE COMPLETE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTERS REFERRED TO HEREIN
AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS NEGOTIATIONS, PROMISES, AGREEMENTS,
OR REPRESENTATIONS, ALL OF WHICH HAVE BECOME MERGED AND FINALLY INTEGRATED INTO
THE LOAN DOCUMENTS AND THIS AMENDMENT.
NO AGREEMENTS OR UNDERTAKINGS VARYING,
MODIFYING, AMENDING, EXTENDING, DISCHARGING OR TERMINATING THE SAME SHALL BE
BINDING UPON ANY PARTY UNLESS IN WRITING SIGNED BY A DULY AUTHORIZED OFFICIAL OR
AGENT THEREOF.
NO WAIVER BY ANY PARTY OF ANY BREACH HEREUNDER SHALL BE DEEMED A
WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
3.4
EACH BORROWER AGREES TO PAY, ON DEMAND, ALL
ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION WITH THE NEGOTIATION,
DOCUMENTATION, AND EXECUTION OF THIS AMENDMENT.
IF ANY LEGAL ACTION OR
PROCEEDING SHALL BE COMMENCED AT ANY TIME BY ANY PARTY IN CONNECTION WITH ITS
INTERPRETATION OR ENFORCEMENT, THE PREVAILING PARTY OR PARTIES IN SUCH ACTION OR
PROCEEDING SHALL BE ENTITLED TO REIMBURSEMENT OF ITS REASONABLE ATTORNEYS' FEES
AND COSTS IN CONNECTION THEREWITH,
9
IN ADDITION TO ALL OTHER RELIEF TO WHICH THE PREVAILING PARTY OR PARTIES MAY BE
ENTITLED.
EACH OF THE AMENDMENT PARTIES WAIVES ITS RIGHT TO A TRIAL BY JURY IN
ANY ACTION TO ENFORCE, DEFEND, OR INTERPRET, OR OTHERWISE CONCERNING THIS
AMENDMENT.
3.5
EXCEPT AS HEREIN EXPRESSLY AMENDED, THE LOAN
AGREEMENT IS RATIFIED AND CONFIRMED IN ALL RESPECTS AND SHALL REMAIN IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
3.6
THIS AMENDMENT AND ALL RIGHTS AND
OBLIGATIONS HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND
PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF
CALIFORNIA AND SHALL INURE TO THE BENEFIT OF AND SHALL BE BINDING UPON THE
SUCCESSORS, HEIRS AND ASSIGNS OF THE PARTIES.
3.7
ALL REFERENCES TO THE LOAN AGREEMENT
CONTAINED IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OTHER
DOCUMENTS AND INSTRUMENTS DELIVERED PURSUANT TO OR IN CONNECTION THEREWITH SHALL
MEAN THE LOAN AGREEMENT, AS AMENDED HEREBY AND AS MAY IN THE FUTURE BE AMENDED,
RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME