(b) Bank shall have received a certificate of an officer of Borrower, in form and substance reasonably satisfactory to it, certifying (i) that attached copies of the governing documents of Borrower are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution, delivery and performance of this Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment; and (iii) to the title, name and signature of each person authorized to sign this Amendment.
(c) Bank shall have received a certificate of status with respect to Borrower, issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction;
(d) each of the representations and warranties contained in Section 6 of this Amendment shall be true, correct and accurate as of the date of this Amendment; and
(e) the receipt by Bank of the payment, in immediately available funds, of all reasonable out-of-pocket fees, costs, charges and expenses incurred by Bank in connection with the preparation, execution and delivery of this Amendment or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, expenses, charges or expenses of Bank and the reasonable fees, charges and disbursements of counsel for Bank.
3. Amendment/References. The Loan Agreement and the Loan Documents are hereby amended to be consistent with the terms of this Amendment. All references in the Loan Agreement and the Loan Documents to (a) the Loan Agreement shall mean the Loan Agreement as amended hereby; and (b) the Loan Documents shall include this Amendment and all other instruments or agreements executed pursuant to or in connection with the terms hereof.
4. Release. Borrower acknowledges and agrees that it has no claims, suits or causes of action against Bank and hereby remises, releases and forever discharges Bank, their officers, directors, shareholders, employees, agents, successors and assigns, and any of them, from any claims, suits or causes of action whatsoever, in law or at equity, which Borrower has or may have arising from any act, omission or otherwise, at any time up to and including the date of this Amendment.
5. Additional Documents; Further Assurances. Borrower covenants and agrees to execute and deliver to Bank, or to cause to be executed and delivered to Bank contemporaneously herewith, at the sole cost and expense of Borrower, this Amendment and any and all documents, agreements, statements, resolutions, searches, insurance policies, consents, certificates, legal opinions and information as Bank may require in connection with the execution and delivery of this Amendment or any documents in connection herewith, or to further evidence, effect, enforce or protect any of the terms hereof or the rights or remedies granted or intended to be granted to Bank herein or in any of the Loan Documents. All such documents, agreements, statements, etc., shall be in form and content acceptable to Bank in its sole discretion.