obligations, enforceable against such Additional Guarantor, in accordance with
their respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or limiting creditors' rights generally; (c) each other
representation and warranty applicable to such Additional Guarantor as a
Guarantor, Grantor, or Obligor, as the case may be, under any Loan Document is
and will be true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof) as of the date hereof.
Holdco represents and warrants to Agent and
each member of the Lender Group that: (d) the chief executive office of Holdco
is 10777 West Twain, Third Floor, Las Vegas, Nevada 89135; and (e) the limited
liability company identification number of Holdco is E0586222006-3. RBI
represents and warrants to Agent and each member of the Lender Group that:
(f) the chief executive office of RBI is 10777 West Twain, Suite 333, Las Vegas,
Nevada 89135; and (g) the corporation identification number of RBI is
C3319-1997.
7.
Binding Effect.
This Joinder Agreement and Amendment is binding
upon and enforceable against Holdco and its successors and assigns.
It shall
inure to the benefit of and may be enforced by Agent and the members of the
Lender Group and their respective successors and assigns.
8.
NOTICES.
NOTICES TO HOLDCO SHALL BE GIVEN IN THE MANNER SET
FORTH IN SECTION 11 OF THE CREDIT AGREEMENT.
9.
LOAN DOCUMENT.
THIS JOINDER AGREEMENT AND AMENDMENT IS A LOAN
DOCUMENT.
10.
LOAN DOCUMENT REFERENCES.
(A) EACH REFERENCE IN ANY LOAN DOCUMENT
TO A "GRANTOR", A "GUARANTOR", AN "OBLIGOR" OR WORDS OF LIKE IMPORT REFERRING TO
A DEBTOR (OR ANY SUBSET THEREOF), A GUARANTOR (OR ANY SUBSET THEREOF), OR AN
OBLIGOR SHALL INCLUDE AND REFER TO EACH ADDITIONAL GUARANTOR, AND (B) EACH
REFERENCE IN ANY LOAN DOCUMENT TO THIS "AGREEMENT", "HEREUNDER", "HEREIN",
"HEREOF", "THEREUNDER", "THEREIN", "THEREOF" OR WORDS OF LIKE IMPORT SHALL MEAN
AND REFER TO SUCH AGREEMENT AS AMENDED BY THIS JOINDER AGREEMENT AND AMENDMENT.
11.
FURTHER ASSURANCES.
EACH ADDITIONAL GUARANTOR SHALL EXECUTE AND
DELIVER TO AGENT ALL FINANCING STATEMENTS, CONTINUATION FINANCING STATEMENTS,
SECURITY AGREEMENTS, CHATTEL MORTGAGES, PLEDGES, MORTGAGES, DEEDS OF TRUST,
ASSIGNMENTS, SUPPLEMENTS IN RESPECT OF ANY OF THE FOREGOING, ENDORSEMENTS OF
CERTIFICATES OF TITLE, APPLICATIONS FOR TITLE, AFFIDAVITS, REPORTS, NOTICES,
SCHEDULES OF ACCOUNTS, LETTERS OF AUTHORITY, AND ALL OTHER DOCUMENTS THAT AGENT
MAY REASONABLY REQUEST, IN FORM SATISFACTORY TO AGENT, TO PERFECT AND CONTINUE
PERFECTED AGENT'S SECURITY
4
INTERESTS IN THE COLLATERAL AND IN ORDER TO FULLY CONSUMMATE ALL OF THE
TRANSACTIONS CONTEMPLATED UNDER THIS JOINDER AGREEMENT AND AMENDMENT AND THE
LOAN DOCUMENTS.
12.
COUNTERPARTS.
THIS JOINDER AGREEMENT AND AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT AND ANY OF THE PARTIES HERETO MAY EXECUTE
THIS JOINDER AGREEMENT AND AMENDMENT BY SIGNING ANY SUCH COUNTERPART.
DELIVERY
OF