SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "LENDER PARTIES") WITH
RESPECT TO THE OBLIGATIONS, THE LOAN DOCUMENTS, AND/OR THE TRANSACTIONS RELATED
THERETO, AND THAT IF THE BORROWER NOW HAS, OR EVER DID HAVE, ANY OFFSETS,
DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST THE LENDER PARTIES, OR ANY ONE OF
THEM, WHETHER KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, FROM THE BEGINNING OF THE
WORLD THROUGH THIS DATE AND THROUGH THE TIME OF EXECUTION OF THIS SEVENTH
AMENDMENT, ALL OF THEM ARE HEREBY EXPRESSLY WAIVED, AND THE BORROWER HEREBY
RELEASES THE LENDER PARTIES FROM ANY LIABILITY THEREFOR.
5.
RATIFICATION OF LOAN DOCUMENTS;
CROSS-DEFAULT; CROSS-COLLATERALIZATION; FURTHER ASSURANCES.
THE BORROWER:
A.
HEREBY RATIFIES, CONFIRMS, AND
REAFFIRMS ALL AND SINGULAR THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS.
THE
BORROWER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY AMENDED IN
THIS SEVENTH AMENDMENT AND THE AMENDMENT DOCUMENTS, ALL TERMS AND CONDITIONS OF
THE LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT;
B.
HEREBY RATIFIES, CONFIRMS, AND REAFFIRMS
THAT (I) THE OBLIGATIONS SECURED BY THE LOAN DOCUMENTS INCLUDE, WITHOUT
LIMITATION, THE OBLIGATIONS, AND ANY FUTURE MODIFICATIONS, AMENDMENTS,
SUBSTITUTIONS OR RENEWALS THEREOF, (II) ALL COLLATERAL, WHETHER NOW EXISTING OR
HEREAFTER ACQUIRED, GRANTED TO THE LENDER PURSUANT TO THE LOAN DOCUMENTS, THE
AMENDMENT DOCUMENTS, OR OTHERWISE SHALL SECURE ALL OF THE OBLIGATIONS UNTIL FULL
AND FINAL PAYMENT OF THE OBLIGATIONS, AND (III) THE OCCURRENCE OF A DEFAULT
AND/OR EVENT OF DEFAULT UNDER ANY LOAN DOCUMENT AND/OR ANY AMENDMENT DOCUMENT
SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER ALL OF THE LOAN DOCUMENTS AND ALL OF
THE AMENDMENT DOCUMENTS, IT BEING THE EXPRESS INTENT OF THE BORROWER THAT ALL OF
THE OBLIGATIONS BE FULLY CROSS-COLLATERALIZED AND CROSS-DEFAULTED; AND
4
C.
SHALL, FROM AND AFTER THE EXECUTION OF
THIS SEVENTH AMENDMENT, EXECUTE AND DELIVER TO THE LENDER WHATEVER ADDITIONAL
DOCUMENTS, INSTRUMENTS, AND AGREEMENTS THAT THE LENDER MAY REQUIRE IN ORDER TO
VEST OR PERFECT THE LOAN DOCUMENTS AND THE AMENDMENT DOCUMENTS AND THE
COLLATERAL GRANTED HEREIN AND THEREIN MORE SECURELY IN THE LENDER AND TO
OTHERWISE GIVE EFFECT TO THE TERMS AND CONDITIONS OF THIS SEVENTH AMENDMENT AND
THE OTHER AMENDMENT DOCUMENTS.
6.
CONDITIONS PRECEDENT.
THE LENDER'S
AGREEMENTS SET FORTH HEREIN SHALL NOT BE EFFECTIVE UNLESS AND UNTIL EACH OF THE
FOLLOWING CONDITIONS PRECEDENT HAVE BEEN FULFILLED, ALL AS DETERMINED BY THE
LENDER IN ITS SOLE AND EXCLUSIVE DISCRETION:
A.
THE LENDER SHALL HAVE RECEIVED EVIDENCE
THAT THE BORROWER HAS ENTERED INTO A DEFINITIVE AGREEMENT FOR THE SALE OF THE
BORROWER TO A THIRD PARTY UPON TERMS AND CONDITIONS ACCEPTABLE TO THE LENDER IN
ALL RESPECTS IN ITS SOLE AND EXCLUSIVE DISCRETION;
B.
THE LENDER SHALL HAVE RECEIVED THE
AMENDMENT TO REVOLVING NOTE IN THE FORM ATTACHED HERETO AS EXHIBIT "A" EXECUTED
BY THE BORROWER;
C.
THE LENDER SHALL HAVE RECEIVED THE
AMENDMENT TO TERM NOTE IN THE FORM ATTACHED HERETO AS EXHIBIT "B" EXECUTED BY
THE BORROWER;
D.
THE LENDER SHALL HAVE RECEIVED THE
AMENDMENT TO PLEDGE AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT "C"
EXECUTED BY THE BORROWER;