CONTROL AGREEMENT FOR EACH DEPOSIT ACCOUNT ACQUIRED BY BORROWER PURSUANT TO THE
PROPOSED ACQUISITION (II) EVIDENCE THAT THE ASSETS IN SUCH ACCOUNTS HAVE BEEN
MOVED TO BANK AND SUCH ACCOUNTS HAVE BEEN CLOSED.
18.
AMENDMENT FEE.
UPON EXECUTION OF THIS
AMENDMENT, BORROWERS SHALL PAY TO BANK AN AMENDMENT FEE IN THE AMOUNT OF THIRTY
THOUSAND DOLLARS ($30,000.00) (THE "AMENDMENT FEE") WHICH FEE MAY BE CHARGED AS
A LINE ADVANCE OR CHARGED TO ANY BANK ACCOUNT OF ANY BORROWER MAINTAINED WITH
BANK.
THE FOREGOING AMENDMENT FEE IS IN ADDITION TO THE INTEREST AND OTHER
AMOUNTS WHICH BORROWERS ARE REQUIRED TO PAY UNDER THE LOAN DOCUMENTS, AND IS
FULLY EARNED AND NONREFUNDABLE.
19.
AMENDMENT/REFERENCES.
THE LOAN AGREEMENT
AND THE LOAN DOCUMENTS ARE HEREBY AMENDED TO BE CONSISTENT WITH THE TERMS OF
THIS AMENDMENT.
ALL REFERENCES IN THE LOAN AGREEMENT AND THE LOAN DOCUMENTS TO
(A) "ADVANCE" SHALL INCLUDE, WITHOUT LIMITATION ADVANCES UNDER TERM LOAN C; (B)
"BANK INDEBTEDNESS" SHALL INCLUDE, WITHOUT LIMITATION, ALL OF BORROWERS
OBLIGATIONS UNDER AND IN CONNECTION WITH TERM LOAN C; (C) "COLLATERAL" SHALL
INCLUDE, WITHOUT LIMITATION, THE PLEDGE ACCOUNT; (D) THE "LINE NOTE" SHALL MEAN
THE SECOND A/R NOTE; (E) THE "LOAN AGREEMENT" SHALL MEAN THE LOAN AGREEMENT AS
AMENDED HEREBY; (F) THE "LOAN DOCUMENTS" SHALL INCLUDE THIS AMENDMENT, TERM LOAN
C NOTE, THE SECOND A/R NOTE, THE SELLER SUBORDINATION AGREEMENT AND ALL OTHER
INSTRUMENTS OR AGREEMENTS EXECUTED PURSUANT TO OR IN CONNECTION WITH THE TERMS
HEREOF; (G) "LOANS" SHALL INCLUDE, WITHOUT LIMITATION, TERM LOAN C; AND (H)
"NOTE" SHALL INCLUDE, WITHOUT LIMITATION, THE TERM LOAN C NOTE AND THE SECOND
A/R NOTE.
20.
RELEASE.
EACH BORROWER AND GUARANTOR
ACKNOWLEDGES AND AGREES THAT IT HAS NO CLAIMS, SUITS OR CAUSES OF ACTION AGAINST
BANK AND HEREBY REMISES, RELEASES AND FOREVER DISCHARGES BANK, THEIR OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, AND ANY OF
THEM, FROM ANY CLAIMS, SUITS OR CAUSES OF ACTION WHATSOEVER, IN LAW OR AT
EQUITY, WHICH ANY BORROWER OR GUARANTOR HAS OR MAY HAVE ARISING FROM ANY ACT,
OMISSION OR OTHERWISE, AT ANY TIME UP TO AND INCLUDING THE DATE OF THIS
AMENDMENT.
21.
ADDITIONAL DOCUMENTS; FURTHER ASSURANCES.
EACH BORROWER COVENANTS AND AGREES TO EXECUTE AND DELIVER TO BANK, OR TO CAUSE
TO BE EXECUTED AND DELIVERED TO BANK CONTEMPORANEOUSLY HEREWITH, AT THE SOLE
COST AND EXPENSE OF SUCH BORROWER, THE AMENDMENT AND ANY AND ALL DOCUMENTS,
AGREEMENTS, STATEMENTS, RESOLUTIONS, SEARCHES, INSURANCE POLICIES, CONSENTS,
CERTIFICATES, LEGAL OPINIONS AND INFORMATION AS BANK MAY REASONABLY REQUIRE IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AMENDMENT OR ANY DOCUMENTS IN
CONNECTION HEREWITH, OR TO FURTHER EVIDENCE, EFFECT, ENFORCE OR PROTECT ANY OF
THE TERMS HEREOF OR THE RIGHTS OR REMEDIES GRANTED OR INTENDED TO BE GRANTED TO
BANK HEREIN OR IN ANY OF THE LOAN DOCUMENTS, OR TO ENFORCE OR TO PROTECT BANK'S
INTEREST IN THE COLLATERAL.
ALL SUCH DOCUMENTS, AGREEMENTS, STATEMENTS, ETC.,
SHALL BE IN FORM AND CONTENT ACCEPTABLE TO BANK IN ITS REASONABLE DISCRETION.
EACH BORROWER HEREBY AUTHORIZES BANK TO FILE, AT SUCH BORROWER'S