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
9
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:
(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