THE OBLIGATIONS TO REQUIRE ANY LENDER
PARTY TO TERMINATE ITS SECURITY INTEREST IN THE COLLATERAL, OTHER COLLATERAL OR
IN ANY OTHER PROPERTY OF BORROWERS OR ANY OTHER LOAN PARTY UNTIL TERMINATION OF
THE CREDIT AGREEMENT IN ACCORDANCE WITH ITS TERMS AND THE EXECUTION BY
BORROWERS, AND BY ANY PERSON WHO PROVIDES FUNDS TO BORROWERS WHICH ARE USED IN
WHOLE OR IN PART TO SATISFY THE OBLIGATIONS, OF AN AGREEMENT INDEMNIFYING ANY OR
ALL OF THE LENDER PARTIES FROM ANY LOSS OR DAMAGE ANY SUCH PARTY MAY INCUR AS
THE RESULT OF DISHONORED CHECKS OR OTHER ITEMS OF PAYMENT RECEIVED BY SUCH
LENDER PARTY FROM BORROWERS, OR ANY ACCOUNT DEBTOR AND APPLIED TO THE
OBLIGATIONS AND RELEASING AND INDEMNIFYING, IN THE SAME MANNER AS DESCRIBED IN
SECTION 5 OF THE FORBEARANCE AGREEMENT, THE RELEASEES FROM ALL CLAIMS ARISING ON
OR BEFORE THE DATE OF SUCH TERMINATION STATEMENT; AND (vi) NOTICE OF ACCEPTANCE
HEREOF, AND EACH BORROWER AND EACH OTHER LOAN PARTY ACKNOWLEDGES THAT THE
FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT'S AND SIGNING LENDER'S
ENTERING INTO THIS SECOND AMENDMENT AND THAT SUCH PARTIES ARE RELYING UPON THE
FOREGOING WAIVERS IN THEIR FUTURE DEALINGS WITH BORROWERS AND THE OTHER LOAN
PARTIES. BORROWERS AND THE OTHER LOAN PARTIES EACH WARRANTS AND REPRESENTS THAT
IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY
AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, THIS SECOND AMENDMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
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SECTION 12. Assignments; No Third Party Beneficiaries. This Second Amendment
shall be binding upon and inure to the benefit of Borrowers, the other Loan
Parties, the Lender Parties and their respective successors and assigns;
provided, that neither Borrower nor any other Loan Party shall be entitled to
delegate any of its duties hereunder and shall not assign any of its rights or
remedies set forth in this Second Amendment without the prior written consent of
Agent in its sole discretion. No Person other than the parties hereto, and in
the case of Section 5 of the Forbearance Agreement, the Releasees, shall have
any rights hereunder or be entitled to rely on this Second Amendment and all
third-party beneficiary rights (other than the rights of the Releasees under
Section 5 of the Forbearance Agreement) are hereby expressly disclaimed.
SECTION 13. Final Agreement. This Second Amendment, the Forbearance Agreement,
the other Loan Documents, and the other written agreements, instruments, and
documents entered into in connection therewith (collectively, the
"Borrowers/Lender Documents") set forth in full the terms of agreement between
the parties hereto and thereto and are intended as the full, complete, and
exclusive contracts governing the relationship between such parties, superseding
all other discussions, promises, representations, warranties, agreements, and
understandings between the parties with respect thereto. No term of the
Borrowers/Lender Documents may be modified or amended, nor may any rights
thereunder be waived, except in a writing signed by the party against