IN ITS SOLE DISCRETION:
9.1
THE BORROWERS, THE AGENT AND THE LENDERS HAVE EXECUTED THIS
AGREEMENT;
9.2
THE AGENT SHALL HAVE RECEIVED A TRUE, CORRECT AND COMPLETE COPY OF
ALL DOCUMENTATION IN CONNECTION WITH THE PERRIS SALE/LEASEBACK, CERTIFIED AS
SUCH BY AN OFFICER OF
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HOLDINGS, AND THE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THE AGENT
THAT THE PERRIS SALE/LEASEBACK HAS BEEN CONSUMMATED ON TERMS AND CONDITIONS
SATISFACTORY TO THE AGENT;
9.3
THE AGENT SHALL HAVE RECEIVED A FULLY EXECUTED COPY OF THE ESCROW
AGREEMENT; AND
9.4
SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE AGENT MAY
REQUEST IN ITS DISCRETION.
Without limiting the foregoing, each Borrower acknowledges and agrees that this
Agreement and the Perris Sale/Leaseback are intended to be consummated
simultaneously.
10.
RELEASE.
EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES
AND FOREVER DISCHARGES THE AGENT AND EACH LENDER, AND ANY AND ALL PARTICIPANTS,
PARENT CORPORATIONS, SUBSIDIARY CORPORATIONS, AFFILIATED CORPORATIONS, INSURERS,
INDEMNITORS, SUCCESSORS AND ASSIGNS OF THE AGENT AND EACH LENDER, TOGETHER WITH
ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS, ATTORNEYS AND
EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF
ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR
UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH ANY
BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR
OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING
FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS AGREEMENT, WHETHER
SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN OR
UNKNOWN.
11.
MISCELLANEOUS.
EACH EXISTING LOAN DOCUMENT SHALL BE DEEMED MODIFIED
HEREBY ON THE AMENDMENT DATE AS NECESSARY TO CONFORM ITS TERMS TO THE TERMS OF
THE CREDIT AGREEMENT, AS MODIFIED HEREBY.
THIS AGREEMENT CONSTITUTES A LOAN
DOCUMENT, AND SHALL BE GOVERNED AND CONSTRUED ACCORDINGLY.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE AGENT, THE LENDERS AND THE BORROWERS
RELATIVE TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES AND REPLACES ANY PRIOR
UNDERSTANDINGS AND AGREEMENTS, WRITTEN OR ORAL, IN REGARD THERETO.
THIS
AGREEMENT SHALL BE BINDING ON, AND INURE TO THE BENEFIT OF, THE SUCCESSORS AND
ASSIGNS OF THE BORROWERS, THE AGENT AND THE LENDERS.
THE BORROWERS SHALL
REIMBURSE THE AGENT FOR ALL COSTS WHICH THE AGENT INCURS, INCLUDING REASONABLE
ATTORNEYS FEES, IN THE PREPARATION, NEGOTIATION, EXECUTION AND PERFORMANCE OF
THIS AGREEMENT AND ANY RELATED LOAN DOCUMENTS, AND THE RECORDING OF ANY LOAN
DOCUMENTS IN CONNECTION HEREWITH.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Agent, the Lenders and the Borrowers have executed this
Agreement, by and through their respective authorized officers, as of the
Amendment Date.
"Borrowers":
NATIONAL R.V. HOLDINGS, INC.
By:
/s/ Thomas J. Martini
Name:
Thomas J. Martini
Title:
CFO
NATIONAL R.V., INC.
By:
/s/ Thomas J. Martini
Name:
Thomas J. Martini
Title:
Treasurer
"Agent" and sole "Lender":
WELLS FARGO BANK, NATIONAL
ASSOCIATION,