THE THIRD PARTY THAT IT IS HOLDING THE COLLATERAL FOR THE
BENEFIT OF AGENT AND LENDERS.
BORROWER WILL COOPERATE WITH AGENT AND LENDERS IN
OBTAINING CONTROL WITH RESPECT TO COLLATERAL CONSISTING OF DEPOSIT ACCOUNTS,
INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS AND ELECTRONIC CHATTEL PAPER.
19.
FURTHER AGREEMENTS AND REPRESENTATIONS.
BORROWER DOES HEREBY:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT THE STATEMENTS CONTAINED IN
THE FOREGOING BACKGROUND ARE TRUE AND COMPLETE AND THAT, AS AMENDED HEREBY, THE
LOAN AGREEMENT AND THE OTHER DOCUMENTS ARE IN FULL FORCE AND EFFECT AND ARE
VALID, BINDING AND ENFORCEABLE AGAINST BORROWER AND ITS ASSETS AND PROPERTIES,
ALL IN ACCORDANCE WITH THE TERMS THEREOF, AS AMENDED, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
MORABRIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY;;
(B)
COVENANT AND AGREE TO PERFORM ALL OF BORROWER'S OBLIGATIONS UNDER
THE LOAN AGREEMENT AND THE OTHER DOCUMENTS, AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE HEREOF, BORROWER HAS NO
DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY
OBLIGATIONS OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN AGREEMENT OR OF
THE OTHER DOCUMENTS, AS AMENDED;
(D)
ACKNOWLEDGE AND AGREE THAT, EXCEPT AS HERETOFORE DISCLOSED TO
AGENT BY BORROWER IN WRITING, ALL REPRESENTATIONS AND WARRANTIES OF BORROWER
CONTAINED IN THE LOAN AGREEMENT AND/OR THE OTHER DOCUMENTS, AS AMENDED, ARE
TRUE, ACCURATE AND CORRECT ON AND AS OF THE DATE HEREOF AS IF MADE ON AND AS OF
THE DATE HEREOF AFTER TAKING INTO ACCOUNT THE UPDATED SCHEDULES;
(E)
REPRESENT AND WARRANT THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS;
24
(F)
COVENANT AND AGREE THAT BORROWER'S FAILURE TO COMPLY WITH ANY OF
THE TERMS OF THIS AMENDMENT OR ANY OTHER INSTRUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE
LOAN AGREEMENT AND EACH OF THE OTHER DOCUMENTS; AND
(G)
ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED HEREIN, AND NO
ACTIONS TAKEN PURSUANT TO THE TERMS HEREOF, ARE INTENDED TO CONSTITUTE A
NOVATION OF THE NOTE, THE LOAN AGREEMENT OR OF ANY OF THE OTHER DOCUMENTS AND
DOES NOT CONSTITUTE A RELEASE, TERMINATION OR, OTHER THAN AS SET FORTH IN
SECTION 13 HEREOF, WAIVER OF ANY EXISTING EVENT OF DEFAULT OR OF ANY OF THE
LIENS, SECURITY INTERESTS, RIGHTS OR REMEDIES GRANTED TO THE AGENT OR ANY LENDER
IN ANY OF THE OTHER DOCUMENTS, WHICH LIENS, SECURITY INTERESTS, RIGHTS AND
REMEDIES ARE HEREBY EXPRESSLY RATIFIED, CONFIRMED, EXTENDED AND CONTINUED AS
SECURITY FOR ALL OBLIGATIONS.
Borrower acknowledges and agrees that Agent and Lenders are relying on the
foregoing agreements, confirmations, representations and warranties of Borrower
and the other agreements, representations and warranties of Borrower contained
herein in agreeing to the amendments contained in this Amendment.
20.
FEES, COST, EXPENSES AND EXPENDITURES.
IN ADDITION TO THE
AMENDMENT FEE, BORROWER WILL PAY ALL OF AGENT'S EXPENSES IN CONNECTION WITH THE
REVIEW, PREPARATION, NEGOTIATION, DOCUMENTATION AND CLOSING OF THIS AMENDMENT
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING
WITHOUT LIMITATION, REASONABLE FEES,