LOAN DOCUMENTS, AND
ALL RIGHTS OF THE LENDER AND ALL OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS,
SHALL REMAIN IN FULL FORCE AND EFFECT.
EACH OF THE BORROWERS HEREBY CONFIRMS
THAT THE LOAN DOCUMENTS ARE IN FULL FORCE AND EFFECT, AND THAT NO BORROWER HAS
ANY RIGHT OF SETOFF, RECOUPMENT OR OTHER OFFSET OR ANY DEFENSE, CLAIM OR
COUNTERCLAIM WITH RESPECT TO ANY LOAN DOCUMENT OR THE BORROWERS' OBLIGATIONS
THEREUNDER.
(B)
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS AGREEMENT AND ANY CONSENTS OR WAIVERS SET FORTH HEREIN
SHALL NOT DIRECTLY OR INDIRECTLY:
(I) CREATE ANY OBLIGATION TO MAKE ANY FURTHER
LOANS OR TO CONTINUE TO DEFER ANY ENFORCEMENT ACTION AFTER THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT (INCLUDING, WITHOUT LIMITATION, ANY FORBEARANCE
DEFAULT); (II) CONSTITUTE A CONSENT OR WAIVER OF ANY PAST, PRESENT OR FUTURE
VIOLATIONS OF ANY PROVISIONS OF THIS AGREEMENT AND THE LOAN DOCUMENTS;
(III) AMEND, MODIFY OR OPERATE AS A WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT
OR ANY RIGHT, POWER OR REMEDY OF THE LENDER; (IV) CONSTITUTE A CONSENT TO ANY
MERGER OR OTHER TRANSACTION OR TO ANY SALE, RESTRUCTURING OR REFINANCING
TRANSACTION; OR (V) CONSTITUTE A COURSE OF DEALING OR OTHER BASIS FOR ALTERING
ANY OBLIGATIONS UNDER THE LOAN DOCUMENTS OR ANY OTHER CONTRACT OR INSTRUMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LENDER RESERVES ALL OF ITS RIGHTS,
POWERS, AND REMEDIES UNDER THE LOAN DOCUMENTS AND APPLICABLE LAW.
ALL OF THE
PROVISIONS OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE TIME OF THE
ESSENCE PROVISIONS, ARE HEREBY REITERATED, AND IF EVER WAIVED PREVIOUSLY, ARE
HEREBY REINSTATED.
(C)
FROM AND AFTER THE FORBEARANCE EFFECTIVE DATE, (I) THE TERM
"AGREEMENT" IN THE LOAN AGREEMENT, AND ALL REFERENCES TO THE LOAN AGREEMENT IN
ANY LOAN DOCUMENT SHALL MEAN THE LOAN AGREEMENT, AS AMENDED BY THIS AGREEMENT,
AND (II) THE TERM "LOAN DOCUMENTS" DEFINED IN THE LOAN AGREEMENT SHALL INCLUDE,
WITHOUT LIMITATION, THIS AGREEMENT AND ANY AGREEMENTS, INSTRUMENTS AND OTHER
DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION HEREWITH.
(D)
EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE SPECIFIED
DEFAULTS, THE LENDER HAS NOT WAIVED, NOR IS BY THIS AGREEMENT WAIVING, OR HAS
ANY INTENTION OF WAIVING (REGARDLESS OF ANY DELAY IN EXERCISING SUCH RIGHTS AND
REMEDIES), ANY DEFAULT, EVENT OF DEFAULT OR FORBEARANCE DEFAULT WHICH MAY BE
CONTINUING ON THE DATE HEREOF OR ANY DEFAULT, EVENT OF DEFAULT OR FORBEARANCE
DEFAULT WHICH MAY OCCUR AFTER THE DATE HEREOF (WHETHER THE SAME OR
9
SIMILAR TO THE SPECIFIED DEFAULTS OR OTHERWISE).
THE LENDER HAS NOT AGREED TO
FORBEAR WITH RESPECT TO ANY OF ITS RIGHTS OR REMEDIES CONCERNING ANY DEFAULT,
EVENT OF DEFAULT OR FORBEARANCE DEFAULT (OTHER THAN, DURING THE FORBEARANCE
PERIOD, THE SPECIFIED DEFAULTS SOLELY TO THE EXTENT EXPRESSLY SET FORTH HEREIN),
WHICH MAY HAVE OCCURRED OR ARE CONTINUING AS OF THE DATE HEREOF, OR WHICH MAY
OCCUR AFTER THE DATE HEREOF.
(E)
EACH BORROWER AGREES AND ACKNOWLEDGES THAT THE LENDER' AGREEMENT
TO FORBEAR FROM EXERCISING CERTAIN