HEREBY:
(A)
RATIFY, CONFIRM AND ACKNOWLEDGE THAT, AS AMENDED HEREBY, THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE VALID, BINDING AND IN FULL FORCE AND
EFFECT;
(B)
COVENANT AND AGREE TO PERFORM ALL OF SUCH BORROWER'S AND
GUARANTOR'S OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS AMENDED;
(C)
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE HEREOF, NEITHER ANY
BORROWER NOR GUARANTOR HAS ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CHALLENGE
AGAINST THE PAYMENT OF ANY SUMS OWING UNDER ANY OF THE OBLIGATIONS, AS AMENDED,
OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE LOAN AGREEMENT OR OF THE OTHER
LOAN DOCUMENTS, AS AMENDED;
(D)
ACKNOWLEDGE AND AGREE THAT EXCEPT AS HERETOFORE DISCLOSED TO
LENDER BY BORROWERS IN WRITING, ALL REPRESENTATIONS AND WARRANTIES OF BORROWERS
AND GUARANTOR CONTAINED IN THE LOAN AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS,
AS AMENDED, ARE TRUE, ACCURATE AND CORRECT ON AND AS OF THE DATE HEREOF AS IF
MADE ON AND AS OF THE DATE HEREOF;
(E)
REPRESENT AND WARRANT THAT, EXCEPT FOR THE EXISTING DEFAULTS, NO
EVENT OF DEFAULT OR EVENT WHICH WITH THE DELIVERY OF NOTICE, PASSAGE OF TIME OR
BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT EXISTS OR WILL EXIST; AND
(F)
COVENANT AND AGREE THAT BORROWERS' OR GUARANTOR'S FAILURE TO
COMPLY WITH THE TERMS OF THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT.
6.
GENERAL ACKNOWLEDGMENTS.
(A)
BORROWERS AND GUARANTOR FULLY AND FINALLY WAIVE ANY NOTICE OR
DEMAND FROM LENDER TO BORROWERS OR GUARANTOR IN CONNECTION WITH THE EXISTING
DEFAULTS.
(B)
BY REASON OF THE EXISTING DEFAULTS LENDER HAS THE RIGHT TO, AT ITS
OPTION, DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE.
(C)
AS A RESULT OF THE EXISTING DEFAULTS, LENDER HAS NO FURTHER
OBLIGATION TO MAKE ANY FURTHER ADVANCES OR EXTENSIONS OF CREDIT TO ANY BORROWER.
(D)
NEITHER THIS AGREEMENT NOR ANY OTHER AGREEMENT EXECUTED IN
CONNECTION HEREWITH OR PURSUANT TO THE TERMS HEREOF, NOR ANY ACTIONS TAKEN
PURSUANT TO THIS AGREEMENT OR SUCH
OTHER AGREEMENT SHALL BE DEEMED TO CURE THE EXISTING DEFAULTS OR ANY OTHER
EVENTS OF DEFAULT WHICH MAY EXIST UNDER THE LOAN AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR TO BE A WAIVER BY LENDER OF THE EXISTING DEFAULTS OR ANY OTHER
DEFAULTS OR EVENTS OF DEFAULT UNDER THE LOAN AGREEMENT OR THE OTHER LOAN
DOCUMENTS, OR OF ANY RIGHTS OR REMEDIES IN CONNECTION THEREWITH OR WITH RESPECT
THERETO, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE OBLIGATIONS OF
BORROWERS AND GUARANTOR WITH RESPECT TO THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT
7.
ADDITIONAL DOCUMENTS; FURTHER ASSURANCES.
BORROWERS AND
GUARANTOR COVENANT AND AGREES TO EXECUTE AND DELIVER TO LENDER, OR TO CAUSE TO
BE EXECUTED AND DELIVERED TO LENDER CONTEMPORANEOUSLY HEREWITH, AT THE SOLE COST
AND EXPENSE OF BORROWERS, ALL DOCUMENTS, AGREEMENTS, STATEMENTS, RESOLUTIONS,
CERTIFICATES, CONSENTS AND INFORMATION AS LENDER MAY REQUIRE IN CONNECTION WITH
THE MATTERS OR ACTIONS