ENFORCEMENT.
BORROWERS ACKNOWLEDGE AND AGREE THAT
THEY DO NOT HAVE ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE AGAINST THE
PAYMENT OF ANY SUMS OWING UNDER THE LOAN DOCUMENTS AND OTHER AGREEMENTS, OR THE
ENFORCEMENT OF ANY OF THE TERMS OR CONDITIONS THEREOF.
18.
REPRESENTATION AND WARRANTIES.
BORROWERS HEREBY, JOINTLY AND
SEVERALLY, REPRESENT AND WARRANT, WHICH REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE UNTIL ALL LIABILITIES ARE PAID AND SATISFIED IN FULL, AS FOLLOWS:
18.1
ALL REPRESENTATIONS AND WARRANTIES OF BORROWERS SET FORTH IN THE
LOAN DOCUMENTS AND OTHER AGREEMENTS ARE TRUE AND COMPLETE IN ALL MATERIAL
RESPECTS AS OF THE DATE HEREOF.
18.2
UPON THE EFFECTIVENESS OF THIS AMENDMENT, NO CONDITION OR EVENT
EXISTS OR HAS OCCURRED WHICH WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT
UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR OTHER AGREEMENTS.
18.3
BORROWERS HAVE NOT RECEIVED ANY NOTICE OF DEFAULT OR EVENT OF
DEFAULT FROM ANY OTHER LENDER, TRUSTEE OR LESSOR WITH RESPECT TO ANY OTHER LOAN,
FINANCING OR LEASE AGREEMENT.
18.4
THE EXECUTION AND DELIVERY OF THIS AMENDMENT BY BORROWERS AND ALL
DOCUMENTS AND AGREEMENTS TO BE EXECUTED AND DELIVERED PURSUANT TO THE TERMS
HEREOF:
(A)
HAS BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE ACTION BY EACH
BORROWER;
(B)
WILL NOT CONFLICT WITH OR RESULT IN THE BREACH OF OR CONSTITUTE A
DEFAULT (UPON THE PASSAGE OF TIME, DELIVERY OF NOTICE OR BOTH) UNDER ANY
BORROWER'S ARTICLES OF INCORPORATION, BY-LAWS OR ANY APPLICABLE STATUTE, LAW,
RULE, REGULATION OR ORDINANCE OR ANY INDENTURE, MORTGAGE, LOAN OR OTHER DOCUMENT
OR AGREEMENT TO WHICH ANY BORROWER IS A PARTY OR BY WHICH ANY OF THEM IS BOUND
OR AFFECTED; AND
(C)
WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE
OR ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF THE PROPERTY OR ASSETS OF
BORROWER, EXCEPT LIENS IN FAVOR OF LENDER OR AS OTHERWISE PERMITTED UNDER THE
LOAN DOCUMENTS OR OTHER AGREEMENTS.
18.5
BORROWERS ARE NOT REQUIRED TO MODIFY, AMEND OR RESTATE THE INDENTURE
TO REFLECT THE PRIVATE SUBORDINATED DEBT PAYMENTS TO BE MADE BY BORROWERS
PURSUANT TO SECTION 15 ABOVE.
9
19.
CONDITIONS.
THE AMENDMENTS, CONSENTS, WAIVERS AND RELEASES SET
FORTH IN SECTIONS 1, 2, 3, 4, 7, 8, 9, 10, 11, 13 AND 14 GRANTED BY LENDER TO
BORROWERS SHALL BE SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS:
19.1
LOAN DOCUMENTS.
BORROWERS AND ALL OTHER REQUIRED PERSONS AND
ENTITIES SHALL HAVE EXECUTED AND DELIVERED TO LENDER THIS AMENDMENT.
19.2
SALE OF PARAGON.
THE CLOSING OF THE SALE OF PARAGON SHALL HAVE BEEN
COMPLETED ON OR BEFORE MARCH 17, 2008 IN ACCORDANCE WITH THE TERMS OF THE
PARAGON SALE AGREEMENT, WITH COMPLETION OF SUCH CLOSING TO BE EVIDENCED BY THE
DELIVERY BY ZANETT TO LENDER OF A DULY EXECUTED AND COMPLETED CERTIFICATE IN THE
FORM ATTACHED HERETO AS EXHIBIT "A".
19.3
RECEIPT OF PURCHASE PRICE.
ZANETT SHALL HAVE RECEIVED A MINIMUM
PURCHASE PRICE OF $8,875,000 FROM KOR AS CONFIRMED BY A SIGNED COPY OF THE FINAL
SETTLEMENT STATEMENT, DELIVERED TO