AS A WAIVER OR OTHERWISE PREJUDICE ANY RIGHT, POWER OR REMEDY THAT
AGENT OR LENDERS MAY NOW HAVE OR MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION
WITH THE LOAN AGREEMENT OR ANY OTHER AGREEMENT OR (III) CONSTITUTE A WAIVER OF
ANY PROVISION OF THE LOAN AGREEMENT OR ANY OTHER AGREEMENT, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN. UPON THE EFFECTIVENESS OF THIS CONSENT AND
AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT TO "THIS AGREEMENT", "HEREIN",
"HEREOF" AND WORDS OF LIKE IMPORT AND EACH REFERENCE IN THE LOAN AGREEMENT AND
THE OTHER AGREEMENTS TO THE LOAN AGREEMENT SHALL MEAN THE LOAN AGREEMENT AS
5
AMENDED HEREBY. THIS CONSENT AND AMENDMENT SHALL BE CONSTRUED IN CONNECTION WITH
AND AS PART OF THE LOAN AGREEMENT. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND
AGREES THAT THERE IS NO DEFENSE, SETOFF OR COUNTERCLAIM OF ANY KIND, NATURE OR
DESCRIPTION TO THE LIABILITIES OR THE PAYMENT THEREOF WHEN DUE.
SECTION 8.
COSTS AND EXPENSES. AS PROVIDED IN SECTION 4(C)(V) OF THE
LOAN AGREEMENT, BORROWERS AGREE TO REIMBURSE AGENT FOR ALL FEES, COSTS, AND
EXPENSES, INCLUDING THE REASONABLE FEES, COSTS, AND EXPENSES OF COUNSEL OR OTHER
ADVISORS FOR ADVICE, ASSISTANCE, OR OTHER REPRESENTATION IN CONNECTION WITH THIS
CONSENT AND AMENDMENT.
SECTION 9.
GOVERNING LAW. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
SECTION 10.
HEADINGS. SECTION HEADINGS IN THIS CONSENT AND AMENDMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE PART
OF THIS CONSENT AND AMENDMENT FOR ANY OTHER PURPOSES.
SECTION 11.
COUNTERPARTS. THIS CONSENT AND AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Consent
and Amendment as of the date first written above.
BORROWERS:
J.B. POINDEXTER & CO., INC.
By:
Name:
Title:
MORGAN TRUCK BODY, LLC
By:
Name:
Title:
TRUCK ACCESSORIES GROUP, LLC
By:
Name:
Title:
MIC GROUP, LLC
By:
Name:
Title:
MORGAN OLSON, LLC
By:
Name:
Title:
EFP, LLC
By:
Name:
Title:
[Signature Page Limited Consent, Joinder and Seventh Omnibus Amendment]
FEDERAL COACH, LLC
By:
Name:
Title:
RICHARD'S MANUFACTURING
COMPANY
By:
Name:
Title:
[Signature Page Limited Consent, Joinder and Seventh Omnibus Amendment]
AGENT AND LENDER:
LASALLE BANK NATIONAL ASSOCIATION,
as Agent and Lender
By:
Name:
Title:
[Signature Page Limited Consent, Joinder and Seventh Omnibus Amendment]
The following Persons are signatories to this Consent and Amendment in their
capacities as Loan Parties, not as Borrowers:
LOAN PARTIES:
LOWY GROUP, INC.
By:
Name:
Title:
RAIDER INDUSTRIES INC.
By:
Name:
Title:
SWK HOLDINGS, INC.
By:
Name:
Title:
UNIVERSAL BRIXIUS, LLC
By:
Name:
Title:
MORGAN TRAILER FINANCIAL CORPORATION
By:
Name:
Title:
[Signature Page Limited Consent, Joinder and Seventh Omnibus Amendment]
MORGAN TRAILER FINANCIAL
MANAGEMENT, L.P.
By:
MORGAN TRUCK BODY, LLC,
its general partner
By:
Name:
Title:
COMMERCIAL BABCOCK