OF THE LOAN AGREEMENT, AS AMENDED HEREBY, (I) ARE WITHIN ITS
POWERS, (II) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND (III) ARE
NOT IN CONTRAVENTION OF ANY LAW, RULE, OR REGULATION APPLICABLE TO IT, OR ANY
ORDER, JUDGMENT, DECREE, WRIT, INJUNCTION, OR AWARD OF ANY ARBITRATOR, COURT, OR
GOVERNMENTAL AUTHORITY, OR OF THE TERMS OF ITS GOVERNING DOCUMENTS, OR OF ANY
CONTRACT OR UNDERTAKING TO WHICH IT IS A PARTY OR BY WHICH ANY OF ITS PROPERTIES
MAY BE BOUND OR AFFECTED; (B) THIS AMENDMENT AND THE LOAN AGREEMENT, AS AMENDED
HEREBY, ARE LEGAL, VALID AND BINDING OBLIGATIONS OF BORROWER, ENFORCEABLE
AGAINST BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS; AND (C) NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED (OTHER THAN AS WAIVED HEREIN) AND IS CONTINUING
ON THE DATE HEREOF OR AS OF THE DATE UPON WHICH THE CONDITIONS PRECEDENT SET
FORTH HEREIN ARE SATISFIED.
8.
CHOICE OF LAW.
THE VALIDITY OF THIS AMENDMENT, ITS
CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, THE RIGHTS OF THE PARTIES
HEREUNDER, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA.
9.
COUNTERPART EXECUTION.
THIS AMENDMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME INSTRUMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS
AMENDMENT BY SIGNING ANY SUCH COUNTERPART.
DELIVERY OF AN EXECUTED COUNTERPART
OF THIS AMENDMENT BY TELEFACSIMILE OR ELECTRONIC MAIL SHALL BE EQUALLY AS
EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART OF THIS AMENDMENT.
ANY PARTY DELIVERING AN EXECUTED COUNTERPART OF THIS AMENDMENT BY TELEFACSIMILE
OR ELECTRONIC MAIL ALSO SHALL DELIVER AN ORIGINAL EXECUTED COUNTERPART OF THIS
AMENDMENT, BUT THE FAILURE TO DELIVER
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an original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.
10.
EFFECT ON LOAN DOCUMENTS.
(A)
THE LOAN AGREEMENT, AS AMENDED HEREBY, AND EACH
OF THE OTHER LOAN DOCUMENTS SHALL BE AND REMAIN IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS AND HEREBY ARE RATIFIED AND CONFIRMED IN
ALL RESPECTS.
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AMENDMENT SHALL
NOT OPERATE, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS A MODIFICATION OR WAIVER
OF ANY RIGHT, POWER, OR REMEDY OF LENDER UNDER THE LOAN AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
THE WAIVERS, CONSENTS, AND MODIFICATIONS HEREIN ARE LIMITED TO
THE SPECIFICS HEREOF, SHALL NOT APPLY WITH RESPECT TO ANY FACTS OR OCCURRENCES
OTHER THAN THOSE ON WHICH THE SAME ARE BASED, SHALL NOT EXCUSE FUTURE
NON-COMPLIANCE WITH THE LOAN DOCUMENTS, AND SHALL NOT OPERATE AS A CONSENT TO
ANY FURTHER OR OTHER MATTER UNDER THE LOAN DOCUMENTS.
(B)
UPON AND AFTER THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT TO "THIS AGREEMENT",
"HEREUNDER", "HEREIN", "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE LOAN
AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO "THE LOAN
AGREEMENT", "THEREUNDER", "THEREIN", "THEREOF" OR WORDS OF LIKE IMPORT REFERRING
TO THE LOAN AGREEMENT, SHALL MEAN AND