(D) ASSUMES AND AGREES TO BE DIRECTLY LIABLE TO AGENT
AND LENDERS FOR ALL OBLIGATIONS UNDER, CONTAINED IN, OR ARISING PURSUANT TO THE
LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS (INCLUDING, WITHOUT
LIMITATION, THE GUARANTEE DATED NOVEMBER 19, 2007 IN FAVOR OF AGENT) TO THE SAME
EXTENT AS IF PETRO HAD ORIGINALLY EXECUTED AND HAD BEEN AN ORIGINAL BORROWER
SIGNATORY, AS THE CASE MAY BE, TO THE LOAN AGREEMENT AND THE OTHER FINANCING
AGREEMENTS.
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS. EACH BORROWER AND
GUARANTOR REPRESENTS, WARRANTS AND COVENANTS WITH, TO AND IN FAVOR OF AGENT AND
EACH LENDER AS FOLLOWS, WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS ARE
CONTINUING AND SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF, THE TRUTH AND
ACCURACY OF, OR COMPLIANCE WITH EACH, TOGETHER WITH THE REPRESENTATIONS,
WARRANTIES AND COVENANTS IN THE OTHER FINANCING AGREEMENTS, BEING A CONDITION OF
THE EFFECTIVENESS OF THIS AMENDMENT:
(A)
NEITHER THE EXECUTION AND DELIVERY OF THIS AMENDMENT OR ANY
OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED OR DELIVERED IN CONNECTION
HEREWITH (TOGETHER WITH THIS AMENDMENT, THE "AMENDMENT DOCUMENTS") NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR COMPLIANCE
WITH THE PROVISIONS HEREOF OR THEREOF (I) HAS RESULTED IN OR SHALL RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE COLLATERAL, EXCEPT IN FAVOR
OF AGENT, (II) HAS RESULTED IN OR SHALL RESULT IN THE INCURRENCE, CREATION OR
ASSUMPTION OF ANY INDEBTEDNESS OF ANY BORROWER OR GUARANTOR, EXCEPT AS EXPRESSLY
PERMITTED UNDER SECTION 9.9 OF THE LOAN AGREEMENT; (III) HAS VIOLATED OR SHALL
VIOLATE ANY APPLICABLE LAWS OR REGULATIONS OR ANY ORDER OR DECREE OF ANY COURT
OR GOVERNMENTAL AUTHORITY IN ANY RESPECT; (IV) DOES OR SHALL CONFLICT WITH OR
RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT IN ANY RESPECT UNDER ANY
MATERIAL MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, AGREEMENT OR INSTRUMENT TO
WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR MAY BE BOUND, AND (V) VIOLATES OR
SHALL VIOLATE ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF
ANY BORROWER OR GUARANTOR;
(B)
EACH OF THE AMENDMENT DOCUMENTS HAVE BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY ALL NECESSARY ACTION ON THE PART OF BORROWERS AND
GUARANTORS WHICH ARE PARTY HERETO AND IS IN FULL FORCE AND EFFECT AS OF THE DATE
HEREOF, AS THE CASE MAY BE, AND THE OBLIGATIONS OF BORROWERS OR GUARANTORS
CONTAINED HEREIN CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF BORROWERS
AND GUARANTORS, AS THE CASE MAY BE, ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH
THEIR TERMS.
(C)
THE PETRO LIEN EFFECTIVE DATE OCCURRED ON APRIL 11, 2008.
(D)
THE PETRO EXISTING SECURITY AGREEMENT TERMINATION DATE HAS
OCCURRED ON APRIL 11, 2008.
(E)
ALL OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN
AGREEMENT AS AMENDED HEREBY, AND THE OTHER FINANCING AGREEMENTS, ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AFTER GIVING EFFECT TO THE PROVISIONS OF THIS
AMENDMENT, EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS MADE AS
OF A SPECIFIED DATE, IN WHICH CASE SUCH