as of the date hereof.
(b)
The Amendment Fee shall be paid as follows:
(I)
$5,000.00 ON THE DATE OF EXECUTION OF
THIS AMENDMENT; AND
(II)
$95,000.00 ON THE EARLIER OF (1) DECEMBER
1, 2003, (2) THE OCCURRENCE OF AN EVENT OF DEFAULT AND DEMAND BY LENDER FOR
PAYMENT IN FULL OF THE OBLIGATIONS OR (3) TERMINATION OF THE LOAN AGREEMENT FOR
ANY REASON.
13.
Further Agreements and Representations.
Each
Borrower and Guarantor does hereby:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT, AS
AMENDED HEREBY, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE VALID,
BINDING AND IN FULL FORCE AND EFFECT;
5
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH
BORROWER'S AND GUARANTOR'S OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE
HEREOF, NEITHER ANY BORROWER NOR GUARANTOR HAS ANY DEFENSE, SET-OFF,
COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY SUMS OWING UNDER ANY OF THE
OBLIGATIONS, AS AMENDED, OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN
AGREEMENT OR OF THE OTHER LOAN DOCUMENTS, AS AMENDED;
(D)
ACKNOWLEDGE AND AGREE THAT EXCEPT AS
HERETOFORE DISCLOSED TO LENDER BY BORROWERS IN WRITING, ALL REPRESENTATIONS AND
WARRANTIES OF BORROWERS AND GUARANTOR 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, AFTER GIVING
EFFECT TO THIS AMENDMENT, NO EVENT OF DEFAULT OR EVENT WHICH WITH THE DELIVERY
OF NOTICE, PASSAGE OF TIME OR BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT EXISTS
OR WILL EXIST AND ALL INFORMATION DESCRIBED IN THE FOREGOING BACKGROUND IS TRUE
AND ACCURATE; AND
(F)
COVENANT AND AGREE THAT BORROWERS' OR
GUARANTOR'S FAILURE TO COMPLY WITH THE TERMS OF THIS AMENDMENT OR ANY OF THE
DOCUMENTS EXECUTED OR DELIVERED TO LENDER PURSUANT TO THE TERMS HEREOF SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT.
14.
Additional Documents; Further Assurances.
Borrowers and Guarantor covenant and agrees to execute and deliver to Lender, or
to cause to be executed and delivered to Lender contemporaneously herewith, at
the sole cost and expense of Borrowers, all documents, agreements, statements,
resolutions, certificates, consents and information as Lender may require in
connection with the matters or actions described herein.
Borrowers and
Guarantor further covenant and agree to execute and deliver to Lender or to
cause to be executed and delivered at the sole cost and expense of Borrowers,
from time to time, any and all other documents, agreements, statements,
certificates and information as 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 Lender's interest in the
Collateral.
All such documents, agreements, statements, etc., shall be in form
and content acceptable to Lender in its reasonable sole discretion.
15.
Release.
Borrowers and Guarantor acknowledge
and agree that they