Common use of Confirmation of Indebtedness Clause in Contracts

Confirmation of Indebtedness. The Borrower owes the Lenders $28,875,000 in respect of the outstanding principal balance of the Loans as of the date of this Forbearance Agreement, and as of November 1, 1999, accrued and unpaid interest thereon in the amount of $141,578.04, with a PER DIEM interest charge as of November 1, 1999 of $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expenses. The total amount of the Borrower's indebtedness and obligations to the Lenders evidenced by and/or related to the Loan Agreement, the Notes, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS"), including without limitation principal, interest and reasonable fees and reasonable expenses of counsel is, by the execution hereof by the Borrower, ratified, confirmed and approved by the Borrower in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower to the Lenders under this Agreement, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petition, are hereinafter referred to collectively as the "OBLIGATIONS"). The Borrower acknowledges and agrees that (i) the Obligations are valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, and (ii) the Obligations are due and payable in full and the Borrower is presently obligated to pay the amounts referred to in the first sentence of this SS.1 and all of its other existing Obligations in accordance with the terms of the Loan Documents, all without any further demand, notice or claim by the Lenders. Without limiting the foregoing, the Borrower acknowledges and agrees that the Lenders have no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the Obligations.

Confirmation of Indebtedness. The Borrower owes the Lenders $28,875,000 in respect of the outstanding principal balance of the Loans as As of the date of this Forbearance Agreement, and Agreement (as of November 1the close of business on July 31, 19991997), Obligor owes Lender $2,073,326.35 in principal, accrued and unpaid interest thereon in the amount of $141,578.0432,940.01, with a PER DIEM interest charge as and unpaid Foothill Expenses of November 1, 1999 of approximately $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expenses30,000. The total amount of the BorrowerObligor's indebtedness and obligations to the Lenders Lender evidenced by and/or related to the Loan Agreement, the NotesTerm Note, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS"), including without limitation principal, interest and reasonable fees and reasonable expenses of counsel is, (including without limitation any interest and other amounts which would accrue but for the provisions of the United Stated Bankruptcy Code) is by the execution hereof by the BorrowerObligor, ratified, confirmed and approved by the Borrower Obligor in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower Obligor to the Lenders Lender under this Agreement, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petitiona petition under the United Stated Bankruptcy Code, are hereinafter referred to collectively as the "OBLIGATIONS"). The Borrower Obligor acknowledges and agrees that (ia) the Obligations are valid and binding obligations of the BorrowerObligor, enforceable against the Borrower Obligor in accordance with their terms, and (iib) the Obligations are due and payable in full and the Borrower Obligor is presently obligated to pay the amounts referred to in the first sentence of this SS.1 SECTION 1 and all of its other existing Obligations in accordance with the terms of the Loan Documents, all without any further demand, notice or claim by the Lendersclaim. Without limiting the foregoing, the Borrower Obligor acknowledges and agrees that the Lenders have Lender has no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower Obligor further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the Obligations.

Confirmation of Indebtedness. The Borrower owes (a) Borrowers hereby confirm, acknowledge, and agree that as of the Lenders $28,875,000 in respect of date hereof, the outstanding principal balance of the Loans Note is $0. Borrowers further acknowledge and agree that the foregoing principal balance from the date stated is validly and duly owing by Borrowers to Bank. (b) Borrowers hereby confirm, acknowledge, and agree that as of the date hereof, the Borrowing Base is $18,000,000.00. (c) Borrowers hereby ratify, confirm and acknowledge that (i) the Note, the Collateral Documents, and the other Loan Documents are each in full force and effect as of the date hereof, (ii) the Note, the Collateral Documents and the other Loan Documents constitute valid and legally binding obligations of the Borrowers, (iii) no event of default, or event which if continuing would constitute an Event of Default, has occurred under the Loan Documents, and (iv) the Loan Documents are enforceable against the Borrowers and its assets in accordance with their respective terms. (d) Not by way of limitation of anything herein or in the Loan Documents, RPI XXIV hereby agrees to be bound by the Note, the Loan Agreement and other Loan Documents, as if it had not been released from the Loan Documents and acknowledges being an original signatory thereto and a Borrower (as applicable) listed therein, and RPI XXIV agrees to comply with all covenants set forth in the Loan Documents and hereby sets forth its agreement to the remedies and rights granted to Bank therein. (e) In order to induce Bank to enter into this Modification, the Borrowers hereby reaffirm the various representations and warranties made by the Original Borrowers in the Loan Documents, as if such representations and warranties were made by each of the Borrowers as of this date and set forth fully herein except as such representations and warranties may be otherwise modified by the updated Schedules and Exhibits attached hereto. In order to induce Bank to enter into this Modification, the Borrowers each hereby represent and warrant to Bank that all representations and warranties made by the Original Borrowers in the Loan Documents are hereby made by the Borrowers on and as of the date hereof. Not by way of limitation of the foregoing, the Borrowers hereby further represent and warrant that: (i) RPI XXIV is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute, deliver and comply with this Modification and the Deed of Trust, and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in good standing in each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification. (ii) The execution and delivery by RPI XXIV of this modification and the Deed of Trust and the other Borrowers of this Modification and the consummation of the transactions contemplated by the Loan Documents and this Modification and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrowers, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance, (ii) any Borrowers' articles of incorporation or bylaws, (iii) any indenture, mortgage, loan or credit agreement or instrument to which any of the Borrowers is a party or by which any of them may be bound or affected, or (iv) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any of the Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Bank. (iii) This Modification has been duly executed by each of the Borrowers and delivered to Bank, and the Deed of Trust has been duly executed by RPI XXIV, and this Modification and other documents and instruments required hereby or executed in connection herewith constitute legal, valid and binding obligations of such parties, enforceable in accordance with their respective terms. (iv) None of the Borrowers is in violation of its respective articles of organization or bylaws, nor is any such party in default in the performance or observance of any of its respective obligations, covenants or conditions contained in any indenture or other agreement creating, evidencing or securing any Indebtedness or pursuant to which any such Indebtedness is issued, nor is any of the Borrowers in violation of or in default under any other agreement or instrument or any judgment, decree, order, statute, rule or governmental regulation, applicable to any of them or by which any of their properties may be bound or affected. (v) There are no actions, suits or proceedings pending or, to the best of any of the Borrowers' knowledge, threatened against any of the Borrowers, or any properties of any of them before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to any Borrower, would have a material adverse effect on such Borrower's financial or operating condition. (vi) No authorization, consent, approval, license, exemption or any other action by and no registration, qualification or filing with any governmental agency or authority is or will be necessary in connection with the execution, delivery and performance of this Modification or any other document or instrument required hereby by any of the Borrowers. (vii) On and as of the date of this Forbearance AgreementModification, to the best of any of the Borrowers' knowledge, there has occurred no default or Event of Default under the Note or any other Loan Document and no event which with notice or lapse of time or both would, if unremedied, be a default or Event of Default under the Note or any other Loan Document. (f) Each of the Borrowers hereby ratify and confirm that it is fully obligated under the Loan Documents and that the Loan Documents remain in full force and effect as of November 1, 1999, accrued and unpaid interest thereon in the amount of $141,578.04, with a PER DIEM interest charge as of November 1, 1999 of $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expensesmodified hereby. The total amount Loan Documents, AND THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, extend to and secure the payment of the Borrower's indebtedness and obligations to the Lenders evidenced by and/or related to the Loan Agreement, the Notes, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS"), including without limitation principal, interest and reasonable fees and reasonable expenses of counsel is, by the execution hereof by the Borrower, ratified, confirmed and approved by the Borrower in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower to Borrowers under the Lenders under this Agreement, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petition, are hereinafter referred to collectively as Loan Documents (the "OBLIGATIONS"), as modified by this Modification and the Other Modifications. The Borrower acknowledges Each of the Loan Documents remains in full force and agrees that (i) effect, as modified by this Modification and the Other Modifications and, along with the Premises and the other Collateral, AND THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, extend to and continue to evidence and secure the Obligations are valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, and (ii) the Obligations are due and payable in full and the Borrower is presently obligated Loan Documents, each as modified by this Modification and the Other Modifications. To the extent required in order to pay achieve the amounts referred to in the first sentence intent of this SS.1 and all of its other existing Obligations in accordance with the terms Modification, this Modification shall be deemed to modify each of the Loan Documents. (g) BORROWERS HEREBY CONFIRM AND AGREE THAT THEY HAVE NO CLAIM, all without any further demandCAUSE OF ACTION, notice or claim by the Lenders. Without limiting the foregoingDEFENSE, the Borrower acknowledges and agrees that the Lenders have no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the ObligationsSET-OFF, COUNTERCLAIM OR CHALLENGE OF ANY KIND OR NATURE WHATSOEVER AGAINST THE PAYMENT OF ANY OF THE SUMS OWING UNDER THE NOTE OR THE TERMS OF THE OTHER LOAN DOCUMENTS OR THE ENFORCEMENT OR VALIDITY OF THE NOTE OR THE OTHER LOAN DOCUMENTS, AND DO HEREBY REMISE, RELEASE AND FOREVER DISCHARGE ANY AND ALL SUCH CLAIMS, CAUSES OF ACTION, DEFENSES, SET-OFFS, COUNTERCLAIMS OR CHALLENGES.

Confirmation of Indebtedness. As of November 12, 1999 the respective amounts of outstanding principal of and accrued but unpaid interest on the Revolving Credit Note and the aggregate face amount of all outstanding L/C's are as follows: Revolving Credit Note: --------------------- Principal: $5,499,168.00 Interest: $ 4,009.81 ------------- TOTAL: $5,503,277.81 ============= Face Amount of L/C's $3,550,000.00 -------------------- The Borrower owes Revolving Credit Note shall continue to accrue interest in accordance with the Lenders $28,875,000 in respect terms of the outstanding principal balance of Borrower Loan Documents, as amended hereby. The Borrowers are indebted to the Loans as of Bank for unreimbursed legal fees and related expenses incurred by the date Bank. By the execution of this Forbearance AgreementAgreement by the Borrowers, and as of November 1, 1999, accrued and unpaid interest thereon in the amount of $141,578.04, with a PER DIEM interest charge as of November 1, 1999 of $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expenses. The total amount of the Borrower's Borrowers' indebtedness and obligations to the Lenders Bank evidenced by and/or related to the Borrower Loan Agreement, the Notes, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS")Documents, including without limitation principalprincipal and interest on the Revolving Credit Note, interest and reasonable fees and reasonable expenses of the Bank's counsel isand their consultants, by the execution hereof by the Borrower, is jointly and severally ratified, confirmed and approved by the Borrower Borrowers in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower to the Lenders under this Agreementss.1, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petitionarising, are hereinafter referred to collectively as the "OBLIGATIONSBorrower Obligations"). The Borrower acknowledges Borrowers acknowledge and agrees agree that (ia) the Borrower Obligations are valid and binding obligations of the each Borrower, enforceable against the Borrower in accordance with their termsthe Borrower Loan Documents, as amended hereby, and (iib) the Obligations are due Bank is presently entitled to demand, and payable in full and the each Borrower is presently obligated (upon demand by the Bank) to pay the amounts referred to in the first sentence of this SS.1 and full, all of its other existing Obligations in accordance with the terms of the Loan DocumentsBorrower Obligations, all without any further demand, notice or claim by subject only to the Lendersagreement of the Bank to forbear on the terms set forth in this Agreement. Without limiting the foregoing, the each Borrower acknowledges and agrees that the Lenders have Bank has no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the Obligations.

Confirmation of Indebtedness. The Borrower owes (a) Borrowers hereby confirm, acknowledge, and agree that as of the Lenders $28,875,000 in respect of date hereof, the outstanding principal balance of the Loans Note is $0. Borrowers further acknowledge and agree that the foregoing principal balance from the date stated is validly and duly owing by Borrowers to Bank. (b) Borrowers hereby confirm, acknowledge, and agree that as of the date hereof, the Borrowing Base is $9,668,000. (c) RAI, RPI XXX, RPI XL, and RPI XXXI (collectively the "REMAINING BORROWERS") hereby ratify, confirm and acknowledge that (i) the Note, the Mortgage, and the other Loan Documents are each in full force and effect as of the date hereof, (ii) the Note, the Mortgage and the other Loan Documents constitute valid and legally binding obligations of the Remaining Borrowers, (iii) no event of default, or event which if continuing would constitute an Event of Default, has occurred under the Loan Documents, and (iv) the Loan Documents are enforceable against the Remaining Borrowers and its assets in accordance with their respective terms. (d) Not by way of limitation of anything herein or in the Loan Documents, RAI hereby agrees to be bound by the Note, the Loan Agreement and other Loan Documents, as if it was an original signatory thereto and a Borrower (as applicable) listed therein, and RAI agrees to comply with all covenants set forth in the Loan Documents and hereby sets forth its agreement to the remedies and rights granted to Bank therein. (e) In order to induce Bank to enter into this Modification, the Remaining Borrowers hereby reaffirm the various representations and warranties made by the Original Borrowers in the Loan Documents, as if such representations and warranties were made as of this date and set forth fully herein. In order to induce Bank to enter into this Modification, the Remaining Borrowers each hereby represents and warrants to Bank that all representations and warranties made by the Original Borrowers in the Loan Documents are hereby made by the Remaining Borrowers on and as of the date hereof. Not by way of limitation of the foregoing, Remaining Borrowers hereby further represent and warrant that: (i) RAI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute, deliver and comply with this Modification and the other Loan Documents, and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in good standing in each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification. (ii) The execution and delivery by RAI and the other Borrowers of this Modification and of the consummation of the transactions contemplated by the Loan Documents and this Modification and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of Borrowers, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance, (ii) any Borrowers' articles of incorporation or bylaws, (iii) any indenture, mortgage, loan or credit agreement or instrument to which any of the Borrowers is a party or by which any of them may be bound or affected, or (iv) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any of the Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Bank. (iii) This Modification has been duly executed by each of the Remaining Borrowers and delivered to Bank, and this Modification and other documents and instruments required hereby or executed in connection herewith constitute legal, valid and binding obligations of such parties, enforceable in accordance with their respective terms. (iv) None of the Remaining Borrowers is in violation of its respective articles of organization or bylaws, nor is any such party in default in the performance or observance of any of its respective obligations, covenants or conditions contained in any indenture or other agreement creating, evidencing or securing any Indebtedness or pursuant to which any such Indebtedness is issued, nor is any of the Remaining Borrowers in violation of or in default under any other agreement or instrument or any judgment, decree, order, statute, rule or governmental regulation, applicable to any of them or by which any of their properties may be bound or affected. (v) There are no actions, suits or proceedings pending or, to the best of any of the Remaining Borrowers' knowledge, threatened against any of the Remaining Borrowers, or any properties of any of them before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to any Borrower, would have a material adverse effect on such Remaining Borrower's financial or operating condition. (vi) No authorization, consent, approval, license, exemption or any other action by and no registration, qualification or filing with any governmental agency or authority is or will be necessary in connection with the execution, delivery and performance of this Modification or any other document or instrument required hereby by any of the Remaining Borrowers. (vii) On and as of the date of this Forbearance AgreementModification, to the best of any of the Remaining Borrowers' knowledge, there has occurred no default or Event of Default under the Note or any other Loan Document and no event which with notice or lapse of time or both would, if unremedied, be a default or Event of Default under the Note or other Loan Document. (f) Each of the Remaining Borrowers hereby ratify and confirm that it is fully obligated under the Loan Documents and that the Loan Documents remain in full force and effect as of November 1, 1999, accrued and unpaid interest thereon in the amount of $141,578.04, with a PER DIEM interest charge as of November 1, 1999 of $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expensesmodified hereby. The total amount Loan Documents, AND THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, extend to and secure the payment of the Borrower's indebtedness and obligations to the Lenders evidenced by and/or related to the Loan Agreement, the Notes, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS"), including without limitation principal, interest and reasonable fees and reasonable expenses of counsel is, by the execution hereof by the Borrower, ratified, confirmed and approved by the Borrower in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower to Remaining Borrowers under the Lenders under this Agreement, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petition, are hereinafter referred to collectively as Loan Documents (the "OBLIGATIONS"), as modified by this Agreement. The Borrower acknowledges Each of the Loan Documents remains in full force and agrees that (i) effect, as modified by this Agreement and, along with the Premises and the other Collateral, AND THE WARRANTS OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, extend to and continue to evidence and secure the Obligations are valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, and (ii) the Obligations are due and payable in full as modified by this Agreement and the Borrower is presently obligated Loan Documents. To the extent required in order to pay achieve the amounts referred to in the first sentence intent of this SS.1 and all of its other existing Obligations in accordance with the terms Agreement, this Agreement shall be deemed to modify each of the Loan Documents. (g) BORROWERS HEREBY CONFIRM AND AGREE THAT THEY HAVE NO CLAIM, all without any further demandCAUSE OF ACTION, notice or claim by the Lenders. Without limiting the foregoingDEFENSE, the Borrower acknowledges and agrees that the Lenders have no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the ObligationsSET-OFF, COUNTERCLAIM OR CHALLENGE OF ANY KIND OR NATURE WHATSOEVER AGAINST THE PAYMENT OF ANY OF THE SUMS OWING UNDER THE NOTE OR THE TERMS OF THE OTHER LOAN DOCUMENTS OR THE ENFORCEMENT OR VALIDITY OF THE NOTE OR THE OTHER LOAN DOCUMENTS, AND DO HEREBY REMISE, RELEASE AND FOREVER DISCHARGE ANY AND ALL SUCH CLAIMS, CAUSES OF ACTION, DEFENSES, SET-OFFS, COUNTERCLAIMS OR CHALLENGES.

Confirmation of Indebtedness. The Borrower owes (a) Borrowers hereby confirm, acknowledge, and agree that as of the Lenders $28,875,000 in respect of date hereof, the outstanding principal balance of the Loans Note is $0. Borrowers further acknowledge and agree that the foregoing principal balance from the date stated is validly and duly owing by Borrowers to Bank. (b) Borrowers hereby confirm, acknowledge, and agree that as of the date hereof, the Borrowing Base, when adding in the value of the RCC Shares and Headhouse Loan as Collateral under the Loan Agreement and removing the Georgia Property and the Savannah Real Estate as Collateral, is $13,545,000.00. (c) Borrowers hereby ratify, confirm and acknowledge that (i) the Note, the Collateral Documents, and the other Loan Documents are each in full force and effect as of the date hereof, (ii) the Note, the Collateral Documents and the other Loan Documents constitute valid and legally binding obligations of the Borrowers, (iii) no event of default, or event which if continuing would constitute an Event of Default, has occurred under the Loan Documents, and (iv) the Loan Documents are enforceable against the Borrowers and its assets in accordance with their respective terms. (d) Not by way of limitation of anything herein or in the Loan Documents, RCI hereby agrees to be bound by the Note, the Loan Agreement and other Loan Documents, as if it were an original party thereto and a Borrower under the Loan Documents listed therein, and RCI agrees to comply with all covenants set forth in the Loan Documents and hereby set forth their agreement to the remedies and rights granted to Bank therein. (e) In order to induce Bank to enter into this Modification, the Borrowers hereby reaffirm the various representations and warranties made by the Original Borrowers in the Loan Documents, as if such representations and warranties were made by each of the Borrowers as of this date, and set forth fully herein, except as such representations and warranties may be otherwise modified by the updated Schedules and Exhibits attached hereto. In order to induce Bank to enter into this Modification, the Borrowers each hereby represent and warrant to Bank that all representations and warranties made by the Original Borrowers in the Loan Documents are hereby made by the Borrowers on and as of the date hereof. Not by way of limitation of the foregoing, the Borrowers hereby further represent and warrant that: (i) RCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute, deliver and comply with this Modification and the RCI Pledge Agreement, and to carry on its respective business as it is now being conducted and is duly licensed or qualified as a foreign corporation in good standing in each jurisdiction in which the character or location of the properties owned by it or the business transacted by it requires such licensing or qualification; (ii) The execution and delivery by RCI of this Modification and the RCI Pledge Agreement and the other Borrowers of this Modification and the consummation of the transactions contemplated by the Loan Documents and this Modification and the fulfillment and compliance with the respective terms, conditions and provisions of the Loan Documents: (a) have been duly authorized by all requisite corporate action of all of the Borrowers, (b) will not conflict with or result in a breach of, or constitute a default (or might, upon the passage of time or the giving of notice or both, constitute a default) under, any of the terms, conditions or provisions of (i) any applicable statute, law, rule, regulation or ordinance, (ii) any Borrowers’ articles of incorporation or bylaws, (iii) any indenture, mortgage, loan or credit agreement or instrument to which any of the Borrowers is a party or by which any of them may be bound or affected, or (iv) any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any of the Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Bank; (iii) This Modification has been duly executed and delivered to Bank by each of the Borrowers, and the RCI Pledge Agreement and Headhouse Loan Assignment have been duly executed and delivered by RCI and RPI XXX, respectively and this Modification and other documents and instruments required hereby or executed in connection herewith constitute legal, valid and binding obligations of such parties, enforceable in accordance with their respective terms; (iv) None of the Borrowers is in violation of its respective articles of organization or bylaws, nor is any such party in default in the performance or observance of any of its respective obligations, covenants or conditions contained in any indenture or other agreement creating, evidencing or securing any Indebtedness or pursuant to which any such Indebtedness is issued, nor is any of the Borrowers in violation of or in default under any other agreement or instrument or any judgment, decree, order, statute, rule or governmental regulation, applicable to any of them or by which any of their properties may be bound or affected; (v) There are no actions, suits or proceedings pending or, to the best of any of the Borrowers’ knowledge, threatened against any of the Borrowers, or any properties of any of them before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to any of the Borrowers, would have a material adverse effect on such Borrower’s financial or operating condition; (vi) No authorization, consent, approval, license, exemption or any other action by and no registration, qualification or filing with any governmental agency or authority is or will be necessary in connection with the execution, delivery and performance of this Modification or any other document or instrument required hereby by any of the Borrowers; (vii) RCI is the sole owner of the RCC Shares and has full right an authority to pledge the RCC Shares to Lender as contemplated hereby. The RCC Shares are and will be owned by RCI free of any pledge, mortgage, hypothecation, lien, charge, encumbrance, or security interest in such instruments or the proceeds thereof, except such as are granted under the RCI Pledge Agreement; (viii) With respect to the Headhouse Loan: (i) the Headhouse Loan Documents are in full force and effect; (ii) Uman is the borrower thereunder and has no claim, cause of action, defense, set-off, counterclaim or challenge of any kind or nature whatsoever against the payment of any of the sums owing under the Headhouse Loan Documents or the enforcement or validity of the Headhouse Loan Documents; (iii) the Headhouse Loan Documents are in full force and effect and there are no defaults thereunder; (iv) the outstanding principal balance thereunder, as of the date hereof, is $2,800,000; and (v) all representations and warranties of RPI XXX under the Headhouse Loan Assignment are true, correct and complete, in all material respects; (ix) On and as of the date of this Forbearance AgreementModification, to the best of any of the Borrowers’ knowledge, there exists no default or Event of Default under the Note, or any other Loan Document and no event which with notice or lapse of time or both would, if unremedied, be a default or Event of Default under the Note, or any other Loan Document. (f) Each of the Borrowers hereby ratify and confirm that it is fully obligated under the Loan Documents and that the Loan Documents remain in full force and effect as of November 1, 1999, accrued and unpaid interest thereon in the amount of $141,578.04, with a PER DIEM interest charge as of November 1, 1999 of $8,221.36 and $7,792.36 of unpaid fees and unreimbursed expensesmodified hereby. The total amount of the Borrower's indebtedness and obligations to the Lenders evidenced by and/or related to the Loan Agreement, the Notes, the Security Documents and each agreement and instrument executed in connection therewith (collectively with this Agreement and any agreement or instrument executed in connection herewith, and as the same have been or may hereafter be amended and/or restated from time to time, the "LOAN DOCUMENTS"), including without limitation principal, interest and reasonable fees and reasonable expenses of counsel is, by the execution hereof by the Borrower, ratified, confirmed and approved by the Borrower in all respects (the indebtedness and obligations referred to in this sentence and all obligations of the Borrower to the Lenders under this Agreement, in each case whether now existing or hereafter arising and whether incurred before or after the filing of any reorganization petition, are hereinafter referred to collectively as the "OBLIGATIONS"). The Borrower acknowledges and agrees that (i) the Obligations are valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, and (ii) the Obligations are due and payable in full and the Borrower is presently obligated to pay the amounts referred to in the first sentence of this SS.1 and all of its other existing Obligations in accordance with the terms of the Loan Documents, all without any further demand, notice or claim by the Lenders. Without limiting the foregoing, the Borrower acknowledges and agrees that the Lenders have no forbearance obligation whatsoever except as expressly provided in this Forbearance Agreement. The Borrower further acknowledges and agrees that the value of the Collateral (as defined below) securing the Obligations is substantially in excess of the amount of the Obligations.,