Survival and Reaffirmation. Each signatory hereto, by execution hereof, respectively agrees for itself, in all capacities in which each signatory has executed the Loan Agreement or Note as follows: A. That, except as herein modified or amended, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement shall remain in full force and effect, and that the undersigned hereby consent to and acknowledge the foregoing Amendment hereinabove set forth. B. That the liability of the undersigned howsoever arising or provided for in the Loan Agreement and/or the Note, as hereby modified or amended, is hereby reaffirmed. C. That each Borrower is in good standing. D. Borrowers hereby represent and warrant that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment, and any other documents and instruments required under this Amendment, or the Loan Agreement are within each Borrower's corporate powers, have been duly authorized, are not in contravention of law or the terms of any Borrower's Articles of Organization or Bylaws and do not require the consent or approval of any governmental body, agency or authority; and this Amendment and any other documents and instruments required under this Amendment, the Loan Agreement or the Note will be valid and binding in accordance with their terms; and (b) no Event of Default, or condition or event which, with the giving of notice or the running of time, or both, would constitute a Event of Default under the Note, has occurred and is continuing as of the date hereof. E. The Assignment of Equipment Leases and Security Agreement dated July 17, 1996, as amended April 28, 1997 ("Security Agreement"), is valid and enforceable in accordance with its terms. Standard Federal's security interests in the collateral described in the Security Agreement are valid and perfected and Borrowers are not aware of any claims or interest in such collateral proper or paramount to Standard Federal's. F. The execution of this Amendment shall not be deemed to be a waiver of any Event of Default. G. Each Borrower waives, discharges, and forever releases Standard Federal, Participants, Standard Federal's and Participants' employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that any Borrower has or may have had at any time up through and including the date of this Amendment, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to any Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Standard Federal's actions or omissions in connection with the Note, or any amendments, extensions or modifications thereto, or Standard Federal's administration of the debt evidenced by the Note or otherwise. This Amendment may be executed in counterparts, each of which shall constitute an original and all of which shall together constitute one and the same Amendment.
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Survival and Reaffirmation. Each signatory hereto, by execution hereof, respectively agrees for itself, in all capacities in which each signatory has executed the Loan Agreement or Note as follows:
A. That, except as herein modified or amended, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement and the Note shall remain in full force and effect, and that the undersigned hereby consent to and acknowledge the foregoing Amendment hereinabove set forth.
B. That the liability of the undersigned howsoever arising or provided for in the Loan Agreement Agreement, Note and/or the NoteGuaranty, as hereby modified or amended, is hereby reaffirmed.
C. That each the Borrower is a Michigan corporation in good standing.
D. Borrowers Borrower hereby represent and warrant that, after giving effect to the amendments contained herein, (a) execution, delivery and performance of this Amendment, and any other documents and instruments required under this Amendment, or the Loan Agreement or the Note are within each Borrower's corporate powers, have been duly authorized, are not in contravention of law or the terms of any Borrower's Articles of Organization or Bylaws and do not require the consent or approval of any governmental body, agency or authority; and this Amendment and any other documents and instruments required under this Amendment, the Loan Agreement or the Note will be valid and binding in accordance with their terms; and (b) no Event of Default, or condition or event which, with the giving of notice or the running of time, or both, would constitute a Event of Default under the Note, has occurred and is continuing as of the date hereof.
E. The Assignment of Equipment Leases and Security Agreement dated July 17, 1996, Loan Documents (as amended April 28, 1997 ("Security defined in the Loan Agreement"), is are valid and enforceable in accordance with its their terms. Standard Federal's security interests in the collateral described in the Security Agreement Loan Documents are valid and perfected and Borrowers are Borrower is not aware of any claims or interest interests in such collateral proper prior or paramount to Standard Federal's.
F. The execution of this Amendment shall not be deemed to be a waiver of any Event of Default.
G. Each Borrower waives, discharges, and forever releases Standard Federal, Participants, Standard Federal's and Participants' employees, officers, directors, attorneys, stockholders, and their successors and assigns, from and of any and all claims, causes of action, allegations or assertions that any Borrower has or may have had at any time up through and including the date of this Amendment, against any or all of the foregoing, regardless of whether any such claims, causes of action, allegations or assertions are known to any Borrower or whether any such claims, causes of action, allegations or assertions arose as result of Standard Federal's actions or omissions in connection with the Note, or any amendments, extensions or modifications thereto, or Standard Federal's administration of the debt evidenced by the Note or otherwise. This Amendment may be executed in counterparts, each of which shall constitute an original and all of which shall together constitute one and the same Amendment.
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