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