ALL AMOUNTS OWED BY BORROWER TO THE RESPECTIVE LENDER THEREUNDER ARE
UNCONDITIONALLY OWING BY BORROWER, WITHOUT OFFSET, DEFENSE, OR COUNTERCLAIM OF
ANY KIND.
.5
BINDING EFFECT OF DOCUMENTS.
BORROWER HEREBY ACKNOWLEDGES,
CONFIRMS, AND AGREES THAT: (A) EXCEPT AS OTHERWISE MODIFIED BY THE TERMS OF THIS
AGREEMENT, EACH OF THE GE LOAN DOCUMENTS AND THE OXFORD LOAN DOCUMENTS HAS BEEN
DULY EXECUTED AND DELIVERED BY BORROWER, AND EACH IS IN FULL FORCE AND EFFECT AS
OF THE DATE HEREOF; (B) THE AGREEMENTS AND OBLIGATIONS OF BORROWER CONTAINED IN
SUCH DOCUMENTS AND IN THIS AGREEMENT CONSTITUTE THE LEGAL, VALID, AND BINDING
OBLIGATIONS OF BORROWER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, AND BORROWER HAS NO VALID DEFENSE TO THE ENFORCEMENT OF SUCH
OBLIGATIONS; AND (C) EACH LENDER IS AND SHALL BE ENTITLED TO THE RIGHTS,
REMEDIES, AND BENEFITS PROVIDED IN ITS LOAN DOCUMENTS AND APPLICABLE LAW.
.6
EXPENSES.
BORROWER AGREES TO REIMBURSE EACH LENDER FOR ALL
REASONABLE COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, INCURRED BY
SUCH LENDER IN CONNECTION WITH (A) BORROWER'S REQUEST FOR AN AMENDMENT OR WAIVER
WITH RESPECT TO THE GE CAPITAL LETTER OF CREDIT COVENANT AND THE OXFORD LETTER
OF CREDIT COVENANT, (B) THE NEGOTIATION, DOCUMENTATION, AND IMPLEMENTATION OF
THIS AGREEMENT, AND (C) ANY SUBSEQUENT REQUEST BY BORROWER FOR A FURTHER
AMENDMENT OR WAIVER WITH RESPECT TO THE GE CAPITAL LETTER OF CREDIT COVENANT AND
THE OXFORD LETTER OF CREDIT COVENANT OR ANY OTHER PROVISION OF THE GE CAPITAL
LOAN DOCUMENTS OR THE OXFORD LOAN DOCUMENTS.
THE COSTS AND EXPENSES REFERRED TO
IN THE FOREGOING CLAUSES (A) AND (B) ARE HEREAFTER REFERRED TO AS THE "CURRENT
LENDER COSTS."
THE COSTS AND EXPENSES REFERRED TO IN THE FOREGOING CLAUSE
(C) ARE HEREAFTER REFERRED TO AS THE "FUTURE LENDER COSTS."
BORROWER AGREES TO
PAY TO EACH LENDER ITS CURRENT LENDER COSTS BY WIRE TRANSFER ON JUNE 2, 2008;
PROVIDED THAT THE APPLICABLE LENDER HAS INVOICED BORROWER FOR SUCH CURRENT
LENDER COSTS ON OR BEFORE MAY 28, 2008.
ANY OTHER CURRENT LENDER COSTS AND ALL
FUTURE LENDER COSTS SHALL BE PAID TO THE APPLICABLE LENDER WITHIN FIVE BUSINESS
DAYS OF SUCH LENDER INVOICING BORROWER THEREFOR.
.7
FURTHER ASSURANCES.
BORROWER AGREES THAT IT SHALL, AT ITS OWN
EXPENSE AND UPON THE REASONABLE WRITTEN REQUEST OF A LENDER, DULY EXECUTE AND
DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, TO SUCH LENDER SUCH FURTHER
DOCUMENTS AND DO AND CAUSE TO BE DONE SUCH FURTHER ACTS AS MAY BE NECESSARY OR
PROPER IN THE REASONABLE OPINION OF SUCH LENDER TO CARRY OUT MORE EFFECTIVELY
THE PROVISIONS AND PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
.8
GENERAL REPRESENTATIONS AND WARRANTIES.
TO INDUCE EACH LENDER TO
ENTER INTO THIS AGREEMENT, BORROWER HEREBY REPRESENTS AND WARRANTS TO EACH
LENDER THAT: (A) EACH REPRESENTATION AND WARRANTY OF BORROWER SET FORTH IN THE
GE LOAN DOCUMENTS AND THE OXFORD LOAN DOCUMENTS IS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF (EXCEPT TO THE EXTENT THAT ANY
SUCH