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, BORROWER AND
GUARANTOR EACH HEREBY REPRESENT THAT IT HAS RECEIVED THE ADVICE OF LEGAL COUNSEL
WITH REGARD TO THE RELEASES CONTAINED HEREIN, AND HAVING BEEN SO ADVISED,
BORROWER AND GUARANTOR EACH SPECIFICALLY WAIVE 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, BORROWER AND GUARANTOR EACH ALSO
WAIVE 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.
7.
REPRESENTATIONS AND WARRANTIES. BORROWER REPRESENTS AND WARRANTS
TO THE AGENT AND THE LENDERS 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 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 IN FULL FORCE AND EFFECT;
(C)
NO INJUNCTION, WRIT, RESTRAINING ORDER, OR OTHER ORDER OF ANY
NATURE PROHIBITING, DIRECTLY OR INDIRECTLY, THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN HAS BEEN ISSUED AND REMAINS IN FORCE BY ANY GOVERNMENTAL
AUTHORITY AGAINST BORROWER, ANY GUARANTOR, AGENT OR ANY LENDER;
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(D)
AFTER GIVING EFFECT TO THE AMENDMENTS SET FORTH HEREIN, NO DEFAULT
OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING ON THE DATE HEREOF OR AS OF
THE DATE ON WHICH THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3 OF THIS
AMENDMENT SHALL HAVE BEEN SATISFIED;
(E)
THE REPRESENTATIONS AND WARRANTIES HEREIN AND