REGISTRATION OR
RECORDATION AND SATISFACTORY EVIDENCE OF THE PAYMENT OF ANY NECESSARY FEE, TAX
OR EXPENSE RELATING THERETO;
(G)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING; AND
14
(H)
ALL CORPORATE PROCEEDINGS TAKEN IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS AND OTHER LEGAL
MATTERS INCIDENT THERETO SHALL BE SATISFACTORY TO THE AGENT AND ITS LEGAL
COUNSEL.
4.
JOINDER AND ASSUMPTION.
EACH NEW BORROWER HEREBY JOINS IN,
ASSUMES, ADOPTS AND BECOMES A CO-DEBTOR AND A CO-OBLIGOR WITH RESPECT TO ALL
OBLIGATIONS UNDER THE LOAN AGREEMENT AND ALL OF THE OTHER DOCUMENTS, AND EACH
NEW BORROWER HEREBY JOINS IN, ASSUMES, ADOPTS AND BECOMES A CO-DEBTOR AND A
CO-OBLIGOR WITH RESPECT TO ALL OBLIGATIONS UNDER THE LOAN AGREEMENT AND ALL OF
THE OTHER DOCUMENTS WITH RESPECT TO THE EXISTING BORROWERS.
WITHOUT LIMITING
THE FOREGOING, EACH NEW BORROWER HEREBY AGREES TO (I) ALL OF THE TERMS AND
CONDITIONS CONTAINED IN THE LOAN AGREEMENT AND THE OTHER DOCUMENTS WITH THE SAME
LEGAL EFFECT AS IF IT WAS AN ORIGINAL SIGNATORY THERETO, INCLUDING, WITHOUT
LIMITATION, THE GRANT TO AGENT, FOR THE BENEFIT OF ITSELF AND THE LENDERS, A
CONTINUING GENERAL LIEN UPON, AND SECURITY INTEREST IN, ALL OF THE COLLATERAL IN
WHICH SUCH NEW BORROWER HAS RIGHTS AS SECURITY FOR THE OBLIGATIONS, AND (II) BE,
TOGETHER WITH THE OTHER BORROWERS, JOINTLY AND SEVERALLY LIABLE FOR ALL PRESENT
AND FUTURE OBLIGATIONS.
5.
ASSETS OF GRANT ENTITIES.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT THE ASSETS OF THE GRANT ENTITIES WILL NOT BE CONSIDERED
ELIGIBLE DOMESTIC RECEIVABLES UNTIL SUCH TIME AS AGENT HAS DEEMED SUCH ASSETS TO
BE ELIGIBLE IN ITS SOLE CREDIT JUDGMENT FOR PURPOSES OF BEING INCLUDED IN THE
BORROWING BASE AND THEN ONLY TO THE EXTENT SUCH ASSETS MEET THE OTHER
REQUIREMENTS SET FORTH IN THE LOAN AGREEMENT.
6.
REPRESENTATIONS AND WARRANTIES.
THE PARTIES HERETO REPRESENT AND
WARRANT THAT THIS AMENDMENT AND THE LOAN AGREEMENT, AS AMENDED HEREBY,
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF THE PARTIES HERETO AND ARE
ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
7.
EFFECT ON THE AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF SECTION 2 HEREOF, EACH REFERENCE IN THE
LOAN AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR WORDS OF
LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO THE LOAN AGREEMENT AS AMENDED
HEREBY.
(B)
EXCEPT AS SPECIFICALLY AMENDED HEREIN, THE LOAN AGREEMENT, AND ALL
OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR DELIVERED IN
CONNECTION THEREWITH, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ARE HEREBY
RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF AGENT OR LENDERS, NOR
CONSTITUTE A WAIVER OF ANY PROVISION OF THE LOAN AGREEMENT, OR ANY OTHER
DOCUMENTS, INSTRUMENTS OR AGREEMENTS EXECUTED AND/OR DELIVERED UNDER OR IN
CONNECTION THEREWITH.
8.
GOVERNING LAW.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS