AGREEMENT TO WAIVE ANY OTHER COVENANT OR EVENT OF DEFAULT THAT
MAY EXIST UNDER THE LOAN AGREEMENT OR ANY OTHER DOCUMENT.
15.
AMENDMENT FEE.
UPON EXECUTION OF THIS AMENDMENT, BORROWER SHALL
PAY TO AGENT FOR THE RATABLE BENEFIT OF LENDERS AN AMENDMENT FEE IN THE AMOUNT
OF FIFTY THOUSAND DOLLARS ($50,000.00) (THE "AMENDMENT FEE"), WHICH FEE MAY BE
CHARGED AS A REVOLVING ADVANCE OR CHARGED TO ANY BANK ACCOUNT OF BORROWER
MAINTAINED WITH AGENT OR ANY LENDER.
THE FOREGOING AMENDMENT FEE IS IN ADDITION
TO THE INTEREST AND OTHER AMOUNTS WHICH BORROWER IS REQUIRED TO PAY UNDER THE
OTHER DOCUMENTS, AND IS FULLY EARNED AND NONREFUNDABLE.
16.
AMENDMENT/REFERENCES.
THE LOAN AGREEMENT AND THE OTHER DOCUMENTS
ARE HEREBY AMENDED TO BE CONSISTENT WITH THE TERMS OF THIS AMENDMENT. ALL
REFERENCES IN THE LOAN AGREEMENT AND THE OTHER DOCUMENTS TO (A) THE "LOAN
AGREEMENT" SHALL MEAN THE LOAN AGREEMENT AS AMENDED HEREBY; (B) THE "OTHER
DOCUMENTS" SHALL INCLUDE THIS AMENDMENT AND ALL OTHER INSTRUMENTS OR AGREEMENTS
EXECUTED PURSUANT TO OR IN CONNECTION WITH THE TERMS HEREOF AND (C) THE
"REVOLVING CREDIT NOTE" SHALL BE DEEMED TO INCLUDE, WITHOUT LIMITATION, THE A&R
NOTE.
23
17.
RELEASE.
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS NO CLAIMS,
SUITS OR CAUSES OF ACTION AGAINST AGENT OR ANY LENDER AND HEREBY REMISES,
RELEASES AND FOREVER DISCHARGES AGENT, EACH LENDER, EACH OF 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 BORROWER 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.
BORROWER COVENANTS AND
AGREES TO EXECUTE AND DELIVER TO AGENT AND LENDERS, OR TO CAUSE TO BE EXECUTED
AND DELIVERED TO AGENT AND LENDERS CONTEMPORANEOUSLY HEREWITH, AT THE SOLE COST
AND EXPENSE OF BORROWER, THE AMENDMENT AND ANY AND ALL DOCUMENTS, AGREEMENTS,
STATEMENTS, RESOLUTIONS, SEARCHES, INSURANCE POLICIES, CONSENTS, CERTIFICATES,
LEGAL OPINIONS AND INFORMATION AS AGENT OR ANY LENDER 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 AGENT OR
ANY LENDER HEREIN OR IN ANY OF THE OTHER DOCUMENTS, OR TO ENFORCE OR TO PROTECT
AGENT'S AND EACH LENDER'S INTEREST IN THE COLLATERAL.
ALL SUCH DOCUMENTS,
AGREEMENTS, STATEMENTS, ETC., SHALL BE IN FORM AND CONTENT ACCEPTABLE TO AGENT
IN ITS SOLE DISCRETION.
BORROWER HEREBY AUTHORIZES AGENT TO FILE, AT BORROWER'S
COST AND EXPENSE, FINANCING STATEMENTS, AMENDMENTS THERETO AND OTHER ITEMS AS
AGENT MAY REQUIRE TO EVIDENCE OR PERFECT AGENT'S AND EACH LENDER'S CONTINUING
SECURITY INTEREST AND LIENS IN AND AGAINST THE COLLATERAL.
BORROWER AGREES TO
JOIN WITH AGENT AND LENDERS IN NOTIFYING ANY THIRD PARTY WITH POSSESSION OF ANY
COLLATERAL OF AGENT'S OR ANY LENDER'S SECURITY INTEREST THEREIN AND IN OBTAINING
AN ACKNOWLEDGMENT FROM