RECEIPT BY LENDER OF
PAYMENT IN FULL OF ALL OBLIGATIONS IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS,
PLUS CASH COLLATERAL OR OTHER COLLATERAL SECURITY ACCEPTABLE TO LENDER TO SECURE
ANY OBLIGATIONS THAT SURVIVE OR CONTINUE BEYOND THE TERMINATION OF THE FINANCING
AGREEMENTS, AND (B) THE TERMINATION OF THE FINANCING AGREEMENTS (THE "PAYMENT
DATE"), IN CONSIDERATION OF THE AGREEMENTS OF LENDER CONTAINED HEREIN AND THE
MAKING OF ANY LOANS BY LENDER, BORROWER AND EACH GUARANTOR HEREBY COVENANTS AND
AGREES TO EXECUTE AND DELIVER IN FAVOR OF LENDER A VALID AND BINDING TERMINATION
AND RELEASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.
IF
BORROWER OR ANY GUARANTOR VIOLATES SUCH COVENANT, BORROWER AND GUARANTORS AGREE
TO PAY, IN ADDITION TO SUCH OTHER DAMAGES AS ANY RELEASEE MAY SUSTAIN AS A
RESULT OF SUCH VIOLATION, ALL ATTORNEYS' FEES AND COSTS INCURRED BY ANY RELEASEE
AS A RESULT OF SUCH VIOLATION.
8.3
RELEASES GENERALLY.
(A)
BORROWER AND EACH GUARANTOR UNDERSTANDS, ACKNOWLEDGES AND AGREES
THAT THE RELEASES SET FORTH ABOVE IN SECTIONS 8.1 AND 8.2 HEREOF
MAY BE PLEADED
AS A FULL
18
AND COMPLETE DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY
ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR
ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASES.
(B)
BORROWER AND EACH GUARANTOR AGREES THAT NO FACT, EVENT,
CIRCUMSTANCE, EVIDENCE OR TRANSACTION WHICH COULD NOW BE ASSERTED OR WHICH MAY
HEREAFTER BE DISCOVERED SHALL AFFECT IN ANY MANNER THE FINAL AND UNCONDITIONAL
NATURE OF THE RELEASES SET FORTH IN SECTION 8.1 HEREOF AND, WHEN MADE, SECTION
8.2 HEREOF.
9.
CONDITIONS PRECEDENT.
In addition to any other conditions contained herein or the Loan Agreement, as
in effect immediately prior to the Petition Date, with respect to the Loans and
other financial accommodations available to Borrower (all of which conditions,
except as modified or made pursuant to this Ratification Agreement shall remain
applicable to the Loans and be applicable to other financial accommodations
available to Borrower), the following are conditions to Lender's obligation to
extend further loans, advances or other financial accommodations to Borrower
pursuant to the Loan Agreement:
9.1
BORROWER AND GUARANTORS SHALL FURNISH TO LENDER ALL FINANCIAL
INFORMATION, PROJECTIONS, BUDGETS, BUSINESS PLANS, CASH FLOWS AND SUCH OTHER
INFORMATION AS LENDER SHALL REASONABLY REQUEST FROM TIME TO TIME;
9.2
AS OF THE PETITION DATE, THE EXISTING FINANCING AGREEMENTS SHALL
NOT HAVE BEEN TERMINATED;
9.3
NO TRUSTEE, EXAMINER OR RECEIVER OR THE LIKE SHALL HAVE BEEN
APPOINTED OR DESIGNATED WITH RESPECT TO BORROWER OR ANY GUARANTOR, AS DEBTOR AND
DEBTOR-IN-POSSESSION, OR ITS RESPECTIVE BUSINESS, PROPERTIES AND ASSETS AND NO
MOTION OR PROCEEDING SHALL BE PENDING SEEKING SUCH RELIEF;
9.4
THE EXECUTION AND DELIVERY OF THIS RATIFICATION AGREEMENT AND ALL
OTHER FINANCING AGREEMENTS TO BE DELIVERED IN CONNECTION HEREWITH BY BORROWER
AND GUARANTORS IN FORM AND SUBSTANCE SATISFACTORY TO LENDER;
9.5
THE INTERIM FINANCING ORDER OR OTHER ORDER(S) OF THE BANKRUPTCY
COURT SHALL RATIFY AND AMEND THE BLOCKED ACCOUNT AGREEMENT AND DEPOSIT ACCOUNT
ARRANGEMENTS OF BORROWER AND