PARTY, OR BY WHICH ANY BORROWER OR ITS
PROPERTY IS BOUND;
(D)
AS OF THE DATE HEREOF, EXCEPT FOR THE SPECIFIED DEFAULTS, NO EVENT
OF DEFAULT HAS OCCURRED OR IS CONTINUING UNDER THIS AGREEMENT OR ANY LOAN
DOCUMENT.
(E)
THE LENDER' SECURITY INTERESTS IN THE COLLATERAL CONTINUE TO BE
VALID, BINDING, AND ENFORCEABLE FIRST-PRIORITY SECURITY INTERESTS WHICH SECURE
THE OBLIGATIONS UNDER THE LOAN DOCUMENTS AND NO TAX OR JUDGMENT LIENS ARE
CURRENTLY ON RECORD AGAINST ANY BORROWER;
(F)
EXCEPT WITH RESPECT TO THE SPECIFIED DEFAULTS, ANY
MISREPRESENTATION OF A BORROWER, OR ANY FAILURE OF A BORROWER TO COMPLY WITH THE
COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED IN ANY AGREEMENT, DOCUMENT OR
INSTRUMENT EXECUTED OR DELIVERED BY ANY BORROWER WITH, TO OR IN FAVOR OF THE
LENDER SHALL CONSTITUTE A FORBEARANCE DEFAULT HEREUNDER AND AN IMMEDIATE EVENT
OF DEFAULT UNDER THE LOAN AGREEMENT; AND
(G)
THE RECITALS TO THIS AGREEMENT ARE TRUE AND CORRECT.
SECTION 8.
RATIFICATION OF LIABILITY.
EACH BORROWER, AS DEBTOR, GRANTOR, PLEDGOR, GUARANTOR, ASSIGNOR, OR IN OTHER
SIMILAR CAPACITY IN WHICH SUCH PARTY GRANTS LIENS OR SECURITY INTERESTS IN ITS
PROPERTIES OR OTHERWISE ACTS AS AN ACCOMMODATION PARTY OR GUARANTOR, AS THE CASE
MAY BE, UNDER THE LOAN DOCUMENTS, HEREBY RATIFIES AND REAFFIRMS ALL OF ITS
PAYMENT AND PERFORMANCE OBLIGATIONS AND OBLIGATIONS TO INDEMNIFY, CONTINGENT OR
OTHERWISE, UNDER EACH LOAN DOCUMENT TO WHICH SUCH PARTY IS A PARTY, AND EACH
SUCH PARTY HEREBY RATIFIES AND REAFFIRMS ITS GRANT OF LIENS ON OR SECURITY
INTERESTS IN ITS PROPERTIES PURSUANT TO SUCH LOAN DOCUMENTS TO WHICH IT IS A
PARTY AS SECURITY FOR THE OBLIGATIONS UNDER OR WITH RESPECT TO THE LOAN
AGREEMENT, AND CONFIRMS AND AGREES THAT SUCH LIENS AND SECURITY INTERESTS
HEREAFTER SECURE ALL OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ALL ADDITIONAL OBLIGATIONS HEREAFTER ARISING OR INCURRED
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN DOCUMENT.
8
EACH BORROWER FURTHER AGREES AND REAFFIRMS THAT THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY NOW APPLY TO ALL OBLIGATIONS AS MODIFIED HEREBY (INCLUDING, WITHOUT
LIMITATION, ALL ADDITIONAL OBLIGATIONS HEREAFTER ARISING OR INCURRED PURSUANT TO
OR IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN DOCUMENT).
EACH SUCH PARTY
(I) FURTHER ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT AND ALL OTHER
AGREEMENTS, DOCUMENTS, AND INSTRUMENTS EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, (II) CONSENTS TO THE TERMS AND CONDITIONS OF SAME, AND (III) AGREES
AND ACKNOWLEDGES THAT EACH OF THE LOAN DOCUMENTS, AS MODIFIED HEREBY, REMAINS IN
FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
EXCEPT AS EXPRESSLY
PROVIDED HEREIN, THE EXECUTION OF THIS AGREEMENT SHALL NOT OPERATE AS A WAIVER
OF ANY RIGHT, POWER OR REMEDY OF THE LENDER, NOR CONSTITUTE A WAIVER OF ANY
PROVISION OF ANY OF THE LOAN DOCUMENTS NOR CONSTITUTE A NOVATION OF ANY OF THE
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
SECTION 9.
REFERENCE TO AND EFFECT
UPON THE LOAN AGREEMENT
(A)
EXCEPT AS SPECIFICALLY AMENDED HEREBY, ALL TERMS, CONDITIONS,
COVENANTS, REPRESENTATIONS AND WARRANTIES CONTAINED IN THE