COST AND
EXPENSE, FINANCING STATEMENTS, AMENDMENTS THERETO AND OTHER ITEMS AS BANK MAY
REASONABLY REQUIRE TO EVIDENCE OR PERFECT BANK'S CONTINUING SECURITY INTEREST
AND LIENS IN AND AGAINST THE COLLATERAL. EACH BORROWER AGREES TO JOIN WITH BANK
IN NOTIFYING ANY THIRD PARTY WITH POSSESSION OF ANY COLLATERAL OF BANK'S
SECURITY INTEREST THEREIN AND IN OBTAINING AN ACKNOWLEDGMENT FROM THE THIRD
PARTY THAT IT IS HOLDING THE COLLATERAL FOR THE BENEFIT OF BANK. EACH BORROWER
WILL COOPERATE WITH BANK IN OBTAINING CONTROL WITH RESPECT TO COLLATERAL
CONSISTING OF DEPOSIT ACCOUNTS, INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS AND
ELECTRONIC CHATTEL PAPER.
22.
FURTHER AGREEMENTS AND REPRESENTATIONS. EACH BORROWER DOES HEREBY:
9
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT THE STATEMENTS CONTAINED IN
THE FOREGOING BACKGROUND ARE TRUE AND COMPLETE AND THAT, AS AMENDED HEREBY, THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE IN FULL FORCE AND EFFECT AND ARE
VALID, BINDING AND ENFORCEABLE AGAINST EACH BORROWER AND ITS ASSETS AND
PROPERTIES, ALL IN ACCORDANCE WITH THE TERMS THEREOF, AS AMENDED;
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH BORROWER'S OBLIGATIONS
UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE HEREOF, NO BORROWER HAS
ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY BANK
INDEBTEDNESS 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 ALL REPRESENTATIONS AND WARRANTIES OF
EACH BORROWER CONTAINED IN THE LOAN AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS,
AS AMENDED, ARE TRUE, ACCURATE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE HEREOF AS IF MADE ON AND AS OF THE DATE HEREOF;
(E)
REPRESENT AND WARRANT THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS;
(F)
COVENANT AND AGREE THAT SUCH BORROWER'S FAILURE TO COMPLY WITH
ANY OF THE TERMS OF THIS AMENDMENT OR ANY OTHER INSTRUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER
THE LOAN AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS SUBJECT TO ANY
APPLICABLE NOTICE AND CURE PERIODS PROVIDED FOR THEREIN; AND
(G)
ACKNOWLEDGE AND AGREE THAT NOTHING CONTAINED HEREIN, AND NO
ACTIONS TAKEN PURSUANT TO THE TERMS HEREOF, ARE INTENDED TO CONSTITUTE A
NOVATION OF ANY OF THE NOTES, THE LOAN AGREEMENT OR OF ANY OF THE OTHER LOAN
DOCUMENTS AND, EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 1 OF THE FIRST
AMENDMENT, SECTION 1 OF THE SECOND AMENDMENT AND SECTION 1 OF THE THIRD
AMENDMENT, DOES NOT CONSTITUTE A RELEASE, TERMINATION OR WAIVER OF ANY EXISTING
EVENT OF DEFAULT OR OF ANY OF THE LIENS, SECURITY INTERESTS, RIGHTS OR REMEDIES
GRANTED TO THE BANK IN ANY OF THE LOAN DOCUMENTS, WHICH LIENS, SECURITY
INTERESTS, RIGHTS AND REMEDIES ARE HEREBY EXPRESSLY RATIFIED, CONFIRMED,
EXTENDED AND CONTINUED AS SECURITY FOR ALL BANK INDEBTEDNESS.
Each Borrower acknowledges and agrees that Bank is relying on the foregoing
agreements, confirmations, representations and warranties of each Borrower and
the other