AMENDED HEREIN.
4.
REPRESENTATIONS AND WARRANTIES OF
GUARANTORS.
EACH GUARANTOR BY ITS SIGNATURE BELOW REPRESENTS, WARRANTS AND
COVENANTS TO LENDER THAT:
4.1
SUCH GUARANTOR KNOWS OF NO DEFAULT OR EVENT
OF DEFAULT UNDER THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS.
4.2
THIS AMENDMENT CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION OF SUCH GUARANTOR, ENFORCEABLE AGAINST SUCH GUARANTOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS OR EQUITABLE PRINCIPLES
RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY.
4.3
SINCE THE DATE OF THE LAST FINANCIAL
STATEMENTS DELIVERED BY BORROWER TO LENDER, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE BUSINESS, ASSETS, LIABILITIES (ACTUAL OR CONTINGENT), OPERATIONS,
CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF SUCH GUARANTOR TAKEN AS A
WHOLE OR IN THE FACTS AND INFORMATION REGARDING SUCH GUARANTOR AS REPRESENTED TO
LENDER TO DATE.
4.4
EXCEPT AS SET FORTH ON SCHEDULE 3.5 HERETO,
THERE ARE NO ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS PENDING OR TO
BORROWER'S KNOWLEDGE, THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY THAT PURPORT (X) TO MATERIALLY AND ADVERSELY AFFECT SUCH
GUARANTOR, OR (Y) TO AFFECT ANY TRANSACTION CONTEMPLATED HEREBY OR THE ABILITY
OF GUARANTOR TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
4.5
SUCH GUARANTOR IS IN MATERIAL COMPLIANCE
WITH ALL LAWS, INCLUDING SATISFACTION OF ALL TAX OBLIGATIONS PRIOR TO
DELINQUENCY.
5.
CONTINUING VALIDITY.
EXCEPT AS
EXPRESSLY MODIFIED OR CHANGED BY THIS AMENDMENT, THE TERMS OF THE CREDIT
AGREEMENT, THE NOTE AND ALL OTHER RELATED LOAN DOCUMENTS REMAIN UNCHANGED AND IN
FULL FORCE AND EFFECT. CONSENT BY LENDER TO THE CHANGES DESCRIBED HEREIN DOES
NOT WAIVE LENDER'S RIGHT TO STRICT PERFORMANCE OF THE TERMS AND CONDITIONS
CONTAINED IN THE CREDIT AGREEMENT, THE NOTE AND ALL OTHER LOAN AND SECURITY
DOCUMENTS AS AMENDED, NOR OBLIGATE LENDER TO MAKE FUTURE CHANGES IN TERMS.
NOTHING IN THIS AMENDMENT WILL CONSTITUTE A SATISFACTION OF THE INDEBTEDNESS
REPRESENTED BY THE NOTE.
6.
RELEASE.
BORROWER HEREBY RELEASES,
REMISES, ACQUITS AND FOREVER DISCHARGES LENDER AND ITS EMPLOYEES, AGENTS,
REPRESENTATIVES, CONSULTANTS, ATTORNEYS, FIDUCIARIES, OFFICERS, DIRECTORS,
PARTNERS, PREDECESSORS, SUCCESSORS AND ASSIGNS, SUBSIDIARY CORPORATIONS, PARENT
CORPORATIONS, AND RELATED CORPORATE DIVISIONS (COLLECTIVELY, THE "RELEASED
PARTIES"), FROM ANY AND ALL ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS,
SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND
10
EXPENSES OF ANY AND EVERY CHARACTER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT,
AT LAW OR IN EQUITY, OF WHATSOEVER KIND OR NATURE, FOR OR BECAUSE OF ANY MATTER
OR THINGS DONE, OMITTED OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES
PRIOR TO AND INCLUDING THE DATE OF DELIVERY HEREOF, AND IN ANY WAY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE CREDIT AGREEMENT
(COLLECTIVELY, THE "RELEASED MATTERS").
BORROWER ACKNOWLEDGES THAT THE
AGREEMENTS IN THIS SECTION ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY
ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS.
Without limiting the generality of the foregoing, Borrower hereby waives the
provisions of