COMMENCEMENT OF THE CHAPTER 11 CASES, NO
MATERIAL IMPAIRMENT OF THE PRIORITY OF LENDER'S SECURITY INTERESTS IN THE
COLLATERAL SHALL HAVE OCCURRED FROM THE DATE OF THE LATEST FIELD EXAMINATIONS OF
LENDER TO THE PETITION DATE;
9.11
NO EVENT OF DEFAULT SHALL HAVE OCCURRED OR BE EXISTING UNDER ANY OF
THE EXISTING FINANCING AGREEMENTS, AS MODIFIED PURSUANT HERETO, AND ASSUMED BY
BORROWERS AND GUARANTORS; AND
9.12
THE EXECUTION AND/OR DELIVERY IN FAVOR OF LENDER OF THE ASHEVILLE
MORTGAGE, IN FORM AND SUBSTANCE SATISFACTORY TO LENDER AND IN FORM APPROPRIATE
FOR RECORDING IN THE REAL ESTATE RECORDS OF THE JURISDICTION IN WHICH SUCH REAL
PROPERTY IS LOCATED; PROVIDED, HOWEVER, THAT, UNTIL SUCH TIME AS LENDER SHALL
PROVIDE BORROWER WITH WRITTEN NOTICE TO THE CONTRARY, SECTIONS 4.1(I) AND 4.1(J)
OF THE LOAN AGREEMENT SHALL NOT BE APPLICABLE TO THE ASHEVILLE MORTGAGE.
20
10.
MISCELLANEOUS.
10.1
AMENDMENTS AND WAIVERS.
NEITHER THIS RATIFICATION AGREEMENT NOR
ANY OTHER INSTRUMENT OR DOCUMENT REFERRED TO HEREIN OR THEREIN MAY BE CHANGED,
WAIVED, DISCHARGED OR TERMINATED ORALLY, BUT ONLY BY AN INSTRUMENT IN WRITING
SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE CHANGE, WAIVER, DISCHARGE OR
TERMINATION IS SOUGHT.
10.2
FURTHER ASSURANCES.
BORROWER AND EACH GUARANTOR SHALL, AT ITS
EXPENSE, AT ANY TIME OR TIMES DULY EXECUTE AND DELIVER, OR SHALL USE ITS BEST
EFFORTS TO CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER AGREEMENTS,
INSTRUMENTS AND DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ADDITIONAL SECURITY
AGREEMENTS, COLLATERAL ASSIGNMENTS, UCC FINANCING STATEMENTS OR AMENDMENTS OR
CONTINUATIONS THEREOF, LANDLORD'S OR MORTGAGEE'S WAIVERS OF LIENS AND CONSENTS
TO THE EXERCISE BY LENDER OF ALL THE RIGHTS AND REMEDIES HEREUNDER, UNDER ANY OF
THE OTHER FINANCING AGREEMENTS, ANY FINANCING ORDER OR APPLICABLE LAW WITH
RESPECT TO THE COLLATERAL, AND DO OR USE ITS BEST EFFORTS TO CAUSE TO BE DONE
SUCH FURTHER ACTS AS MAY BE REASONABLY NECESSARY OR PROPER IN LENDER'S OPINION
TO EVIDENCE, PERFECT, MAINTAIN AND ENFORCE THE SECURITY INTERESTS OF LENDER, AND
THE PRIORITY THEREOF, IN THE COLLATERAL AND TO OTHERWISE EFFECTUATE THE
PROVISIONS OR PURPOSES OF THIS RATIFICATION AGREEMENT, ANY OF THE OTHER
FINANCING AGREEMENTS OR THE FINANCING ORDER.
UPON THE REQUEST OF LENDER, AT ANY
TIME AND FROM TIME TO TIME, BORROWER AND EACH GUARANTOR SHALL, AT ITS COST AND
EXPENSE, DO, MAKE, EXECUTE, DELIVER AND RECORD, REGISTER OR FILE, UPDATES TO THE
FILINGS OF LENDER WITH RESPECT TO THE INTELLECTUAL PROPERTY WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE, THE FINANCING STATEMENTS, MORTGAGES, DEEDS
OF TRUST, DEEDS TO SECURE DEBT, AND OTHER INSTRUMENTS, ACTS, PLEDGES,
ASSIGNMENTS AND TRANSFERS (OR USE ITS BEST EFFORTS TO CAUSE THE SAME TO BE DONE)
AND WILL DELIVER TO LENDER SUCH INSTRUMENTS EVIDENCING ITEMS OF COLLATERAL AS
MAY BE REQUESTED BY LENDER.
10.3
HEADINGS.
THE HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY AND DO
NOT CONSTITUTE MATTERS TO BE CONSIDERED IN INTERPRETING THIS RATIFICATION
AGREEMENT.
10.4
COUNTERPARTS.
THIS RATIFICATION AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL