from the most recent financial statement delivered to Buyer.
4.3 Each and all representations and warranties of Sellers in the Facility Documents are complete and accurate in all material respects on the date hereof.
4.4 Sellers have no claims, counterclaims, defenses, or setoffs with respect to the Facility or the Facility Documents as amended herein.
4.5 The Facility Documents as amended herein are the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their terms.
4.6 Sellers are validly existing under the laws of the State of their formation or organization and has the requisite power and authority to execute and deliver this Amendment and to perform the Facility Documents as amended herein. The execution and delivery of this Amendment and the performance of the Facility Documents as amended herein have been duly authorized by all requisite action by or on behalf of Sellers. This Amendment has been duly executed and delivered on behalf of Sellers.
5. SELLERS COVENANTS. Sellers covenants with Buyer:
5.1 Sellers shall execute, deliver, and provide to Buyer such additional agreements, documents, and instruments as reasonably required by Buyer to effectuate the intent of this Amendment.
5.2 Sellers fully, finally, and forever release and discharge Buyer and its successors, assigns, subsidiaries, affiliates, parent, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity, that Sellers have, or in the future may have, whether known or unknown, (i) in respect of the Facility, the Facility Documents, or the actions or omissions of Buyer in respect of the Facility or the Facility Documents and (ii) arising from events occurring prior to the date of this Amendment.
5.3 Contemporaneously with the execution and delivery of this Amendment, Sellers shall pay to Buyer:
5.3.1 All accrued and unpaid interest due under the Facility Documents and all other amounts due and payable by Sellers under the Facility Documents as of the date hereof.
5.3.2 All of the internal and external costs and expenses incurred by Buyer in connection with this Amendment including, without limitation, inside and outside attorneys, appraisal, appraisal review, processing, title, filing and recording costs, expenses, and fees).
5.4 Contemporaneously with the execution and delivery of this Amendment, Sellers have provided to Buyer, each of the following items:
5.4.1 Updated certificates, consents and resolutions with respect to the Sellers, as Buyer may require in Buyers sole and absolute discretion.
5.4.2 Any other documents that Buyer may reasonably require.
6. EXECUTION AND DELIVERY OF AMENDMENT BY BUYER. Buyer shall not be
(LGL 516 10.01.19)