RATIFY, CONFIRM AND ACKNOWLEDGE THAT THE LOAN AGREEMENT, AS
AMENDED, AND THE OTHER LOAN DOCUMENTS CONTINUE TO BE AND ARE VALID, BINDING AND
IN FULL FORCE AND EFFECT;
(B)
COVENANT AND AGREE TO PERFORM ALL OBLIGATIONS OF BORROWER
CONTAINED HEREIN, UNDER THE LOAN AGREEMENT, AS AMENDED, AND THE OTHER LOAN
DOCUMENTS;
(C)
ACKNOWLEDGE AND AGREE THAT BORROWER HAS NO DEFENSE, SET-OFF,
COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY SUMS OWING UNDER LOAN
DOCUMENTS, THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN AGREEMENT, AS
AMENDED, OR THE OTHER LOAN DOCUMENTS;
(D)
ACKNOWLEDGE AND AGREE THAT ALL REPRESENTATIONS AND WARRANTIES OF
BORROWER CONTAINED IN THE LOAN AGREEMENT AND/OR THE OTHER LOAN 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;
(E)
REPRESENT AND WARRANT THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS
AND ALL INFORMATION DESCRIBED IN THE FOREGOING BACKGROUND IS TRUE, ACCURATE AND
COMPLETE;
(F)
ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED HEREIN AND NO
ACTIONS TAKEN PURSUANT TO THE TERMS HEREOF IS INTENDED TO CONSTITUTE A NOVATION
OF THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND DO NOT CONSTITUTE
A RELEASE, TERMINATION OR WAIVER OF ANY OF THE RIGHTS OR REMEDIES GRANTED TO
AGENT OR ANY LENDER THEREIN, WHICH RIGHTS AND REMEDIES ARE HEREBY RATIFIED,
CONFIRMED, EXTENDED AND CONTINUED AS SECURITY FOR THE OBLIGATIONS OF BORROWER TO
AGENT AND LENDERS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED; AND
(G)
ACKNOWLEDGE AND AGREE THAT BORROWER'S FAILURE TO COMPLY WITH OR
PERFORM ANY OF ITS COVENANTS, AGREEMENTS OR OBLIGATIONS CONTAINED IN THIS
AMENDMENT SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT AND EACH
OF THE LOAN DOCUMENTS, SUBJECT TO ANY APPLICABLE CURE PERIODS CONTAINED THEREIN.
3.
Additional Documents; Further Assurances.
Borrower covenants and
agrees to execute and deliver to Agent, or to cause to be executed and delivered
to Agent contemporaneously herewith, at the sole cost and expense of Borrower,
this Amendment and any and all other documents, agreements, statements,
resolutions, certificates, consents and information as Agent or any Lender may
require in connection with the matters or actions described herein.
Borrower
further covenants and agrees to execute and deliver to Agent or to cause to be
executed and delivered at the sole cost and expense of Borrower, from time to
time, any and all other documents, agreements, statements, certificates and
information as Agent or any Lender shall reasonably request to evidence or
effect the terms hereof, the Loan Agreement, as amended, or any of the other
Loan Documents, or to enforce or to protect Agent's and each Lender's interest
in the Collateral.
All such documents, agreements, statements, etc., shall be
in form and content acceptable to Agent in its reasonable sole discretion.
4.
Fees, Cost, Expenses and Expenditures.
Borrower will pay all of
Agent's and each Lender's expenses in connection with the review, preparation,
negotiation, documentation and closing of this Amendment and the