PRESENTMENT, PROTEST, OR NOTICE OF ANY KIND, ALL OF WHICH EACH OF THE COMPANY
AND THE SUBSIDIARIES HEREBY WAIVES.
THE COMPANY AND THE SUBSIDIARIES AGREE THAT
THE LENDER MAY AT ANY TIME AFTER THE OCCURRENCE OF A TERMINATION EVENT PROCEED
TO EXERCISE ANY OR ALL OF ITS RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT, ANY
OTHER LOAN DOCUMENT AND/OR APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, ITS
RIGHTS AND REMEDIES ON ACCOUNT OF THE SPECIFIED DEFAULTS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, UPON THE OCCURRENCE OF A TERMINATION EVENT, THE
LENDER MAY, UPON SUCH NOTICE OR DEMAND AS IS SPECIFIED BY THE LOAN AGREEMENT AND
ANY OTHER LOAN DOCUMENTS OR APPLICABLE LAW, COLLECT AND/OR COMMENCE ANY LEGAL OR
OTHER ACTION TO COLLECT ANY OR ALL OF THE OBLIGATIONS FROM THE COMPANY AND THE
SUBSIDIARIES, (II) FORECLOSE OR OTHERWISE REALIZE ON ANY OR ALL OF THE
COLLATERAL, AND/OR APPROPRIATE, SETOFF OR APPLY TO THE PAYMENT OF ANY OR ALL OF
THE OBLIGATIONS, ANY OR ALL OF THE COLLATERAL OR PROCEEDS THEREOF, AND (III)
TAKE ANY OTHER ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY OR ALL RIGHTS AND
REMEDIES PROVIDED FOR BY UNDER THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENTS
AND/OR APPLICABLE LAW, ALL OF WHICH RIGHTS AND REMEDIES ARE FULLY RESERVED BY
THE LENDER.
(D)
ANY AGREEMENT BY THE LENDER TO EXTEND THE FORBEARANCE PERIOD OR
ENTER INTO ANY OTHER FORBEARANCE OR SIMILAR ARRANGEMENT MUST BE SET FORTH IN
WRITING AND SIGNED BY A DULY AUTHORIZED SIGNATORY OF THE LENDER.
THE COMPANY
AND EACH OF THE SUBSIDIARIES ACKNOWLEDGES THAT THE LENDER HAS MADE NO ASSURANCES
WHATSOEVER CONCERNING ANY POSSIBILITY OF ANY EXTENSION OF THE FORBEARANCE
PERIOD, ANY OTHER FORBEARANCE OR SIMILAR ARRANGEMENT OR ANY OTHER LIMITATIONS ON
THE EXERCISE OF ITS RIGHTS, REMEDIES AND PRIVILEGES UNDER OR OTHERWISE IN
CONNECTION WITH THE LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS AND/OR APPLICABLE
LAW.
(E)
THE COMPANY AND EACH OF THE SUBSIDIARIES ACKNOWLEDGES AND AGREES
THAT ANY FORBEARANCE, WAIVER, CONSENT OR OTHER FINANCIAL ACCOMMODATION
(INCLUDING THE FUNDING OF ANY BORROWING REQUEST UNDER THE REVOLVING LOAN) WHICH
THE LENDER MAY MAKE ON OR AFTER THE DATE HEREOF HAS BEEN MADE BY THE LENDER IN
RELIANCE UPON, AND IS CONSIDERATION FOR, AMONG OTHER THINGS, THE GENERAL
RELEASES AND REAFFIRMATION OF INDEMNITIES CONTAINED IN ARTICLE 4 HEREOF AND THE
OTHER COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
EACH OF THE SUBSIDIARIES HEREUNDER.
2.2
AMENDMENT TO SECTION 8.02.
SECTION 8.02 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING THE FIRST SENTENCE THEREOF IN ITS ENTIRETY AND
REPLACING IT WITH THE FOLLOWING:
"Borrower will not permit the aggregate rentals payable under all non-cancelable
operating leases entered into after Closing to which Borrower or Subsidiary is a
party to exceed (a) $500,000 during any fiscal year ending with fiscal year
2006, (b) $1,250,000 during the fiscal year 2007, and (c) $1,500,000
thereafter.
Without the prior written consent of the Lender in its sole
discretion, no such operating lease entered into after May 1, 2007 and having a
term greater