RIGHTS AND REMEDIES GRANTED TO BANK IN THE LOAN DOCUMENTS, WHICH LIENS,
MORTGAGES, SECURITY INTERESTS, RIGHTS AND REMEDIES ARE HEREBY REAFFIRMED AND
CONTINUED AS SECURITY FOR THE
13
FOREGOING; AND ALL OF THE LOAN DOCUMENTS ARE HEREBY AMENDED TO REFLECT THE
SAME.
NONE OF THE COLLATERAL SHALL BE IMPAIRED BY ANYTHING CONTAINED HEREIN AND
ALL SUCH COLLATERAL SHALL CONTINUE TO SECURE ALL PRESENT AND FUTURE BANK
INDEBTEDNESS.
17.
RELEASE.
EACH BORROWER AND EACH 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 ANY GUARANTOR HAS OR MAY HAVE ARISING FROM ANY ACT, OMISSION OR
OTHERWISE, AT ANY TIME UP TO AND INCLUDING THE DATE OF THIS AMENDMENT.
18.
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 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 SOLE DISCRETION.
EACH BORROWER HEREBY
AUTHORIZES BANK TO FILE, AT SUCH BORROWER'S COST AND EXPENSE, FINANCING
STATEMENTS, AMENDMENTS THERETO AND OTHER ITEMS AS BANK MAY REQUIRE TO EVIDENCE
OR PERFECT BANK'S CONTINUING SECURITY INTEREST AND LIENS IN AND AGAINST THE
COLLATERAL.
EACH BORROWER AGREES TO JOIN WITH BANK IN NOTIFYING ANY THIRD PARTY
WITH POSSESSION OF ANY COLLATERAL OF BANK'S SECURITY INTEREST THEREIN AND IN
OBTAINING AN ACKNOWLEDGMENT FROM THE THIRD PARTY THAT IT IS HOLDING THE
COLLATERAL FOR THE BENEFIT OF BANK.
EACH BORROWER WILL COOPERATE WITH BANK IN
OBTAINING CONTROL WITH RESPECT TO COLLATERAL CONSISTING OF DEPOSIT ACCOUNTS,
INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS AND ELECTRONIC CHATTEL PAPER.
19.
FURTHER AGREEMENTS AND REPRESENTATIONS.
EACH BORROWER DOES
HEREBY:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT THE STATEMENTS CONTAINED IN
THE FOREGOING BACKGROUND AND IN SECTION 1 HEREOF ARE TRUE AND COMPLETE AND THAT,
AS AMENDED HEREBY, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE IN FULL
FORCE AND EFFECT AND ARE VALID, BINDING AND ENFORCEABLE AGAINST EACH BORROWER
AND ITS ASSETS AND PROPERTIES, ALL IN ACCORDANCE WITH THE TERMS THEREOF, AS
AMENDED;
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH BORROWER'S OBLIGATIONS
UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT