Common use of Acknowledgment of Obligations Clause in Contracts

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open of business on March 27, 2017, (a) Borrowers are indebted to Lenders in respect of the U.S. Revolving Loans in the principal amount of $11,815,000.00, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.00, and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00. Each Borrower hereby acknowledges, confirms and agrees that all such Loans, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees that agree that, as of the open close of business on March 27May 22, 20172013, (ai) Borrowers are indebted to Lenders Lender in respect of the U.S. Revolving Loans in under the principal amount of $11,815,000.00, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Initial Loan Agreement in the aggregate principal amount of not less than $8,750,000.003,130,005.47 with respect to the Loans (other than Revolving Loans) and $1,158,000 with respect to the Revolving Loans, and (dii) Borrowers are indebted to Lenders Lender in respect of the L/C Obligations Loans under the 2011-A Loan Agreement in the aggregate principal amount of not less than $7,025,000.00517,042.79, (iii) Borrowers are indebted to Lender in respect of the Loans under the 2011-B Loan Agreement in the aggregate principal amount of not less than $916,416.11, (iv) Borrowers are indebted to Lender in respect of the Loans under the 2011-C Loan Agreement in the aggregate principal amount of not less than $85,869.06, (v) Lessees are indebted to Lessor in respect of the Rent (as defined in the Master Lease Agreement) under the Lease Agreements in the aggregate principal amount of not less than $7,402,671.21, and (vi) as of May 6, 2013, the xxxx-to-market with respect to the Rate Management Obligations was an aggregate amount of not less than $388,648.00. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees agree that all such Loansobligations, together with interest accrued and accruing thereonthereon (including, without limitation, interest at the Default Rate), and all fees (including, without limitation, late fees), costs, expenses and other charges now or hereafter payable by any Borrower Loan Parties to Lenders Lender or Lessor, as applicable, under the terms of the Credit Agreement and the other Loan DocumentsDocuments or Lease Agreements, as applicable (collectively, "Aggregate Obligations") are unconditionally owing by Borrowers Loan Parties to LendersLender or Lessor, as applicable, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open close of business on March 27August 4, 20172016, (a) Borrowers are indebted to Lenders Lender in respect of the U.S. Revolving Loans in the principal amount of $11,815,000.0020,742,908.97, (b) Borrowers are indebted to Lenders Lender in respect of the Canadian Revolving Loans Letter of Credit Obligations in the principal amount of $915,279.95, 1,583,125.00 and (c) Borrowers are indebted to Lenders Lender in respect of the Term Loan in the aggregate principal amount of $8,750,000.00, and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00Credit Product Obligations. Each Borrower hereby acknowledges, confirms and agrees that all such LoansObligations, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders under the terms of the Credit Agreement and the other Loan DocumentsLender, are unconditionally owing by Borrowers to LendersLender, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges hereby further acknowledges, confirms and agrees that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, effective from and after June 30April 29, 2016, all Obligations bear interest at a fluctuating interest rate per annum rate of 2.0% in excess of at all times equal to the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agentthe fullest extent permitted by applicable Law; provided, however, if that the Obligations are indefeasibly paid portion of accrued but unpaid interest existing as of the Forbearance Amendment Date that is in full, in cash, and excess of the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree amount that they shall not demand, and shall be deemed to would have waived, payment accrued without application of such the Default Rate Interest with respect to will be payable at the Specified Defaultsend of the Forbearance Period.

Acknowledgment of Obligations. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees that agree that, as of the open close of business on March 27April 10, 20172013, (ai) Borrowers are indebted to Lenders Lender in respect of the U.S. Revolving Loans in under the principal amount of $11,815,000.00, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Initial Loan Agreement in the aggregate principal amount of not less than $8,750,000.003,130,005.47 with respect to the Loans (other than Revolving Loans) and $1,500,000 with respect to the Revolving Loans, and (dii) Borrowers are indebted to Lenders Lender in respect of the L/C Obligations Loans under the 2011-A Loan Agreement in the aggregate principal amount of not less than $7,025,000.00517,042.79, (iii) Borrowers are indebted to Lender in respect of the Loans under the 2011-B Loan Agreement in the aggregate principal amount of not less than $916,416.11, (iv) Borrowers are indebted to Lender in respect of the Loans under the 2011-C Loan Agreement in the aggregate principal amount of not less than $85,869.06, (v) Lessees are indebted to Lessor in respect of the Rent (as defined in the Master Lease Agreement) under the Lease Agreements in the aggregate principal amount of not less than $7,402,671.21, and (vi) as of April 10, 2013, the mxxx-to-market with respect to the Rate Management Obligations was an aggregate amount of not less than $420,830.00. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees agree that all such Loansobligations, together with interest accrued and accruing thereonthereon (including, without limitation, interest at the Default Rate), and all fees (including, without limitation, late fees), costs, expenses and other charges now or hereafter payable by any Borrower Loan Parties to Lenders Lender or Lessor, as applicable, under the terms of the Credit Agreement and the other Loan DocumentsDocuments or Lease Agreements, as applicable (collectively, "Aggregate Obligations") are unconditionally owing by Borrowers Loan Parties to LendersLender or Lessor, as applicable, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each of the Credit Parties acknowledges and agrees that, as of March 14, 2005, the Borrower hereby acknowledgesis unconditionally liable to the Lender under the Loan Agreement and each of the other Loan Documents for One Million One Hundred Forty-Two Thousand Six Hundred Twelve Dollars ($1,142,612.00) representing the outstanding LC Amount (no cash Revolving Credit Loans being presently outstanding), confirms plus all expenses incurred by the Lender through the Effective Date, including, without limitation reasonable attorneys’ fees and expenses, and that, as of the Effective Date, the Borrower has no defenses, counterclaims or rights of setoff or recoupment with respect to the foregoing obligations. By operation of Section 4 of the Loan Agreement (the terms of which remain in effect), each of the Credit Parties acknowledges that the last day of the current Renewal Term is March 16, 2006. Each of the Credit Parties acknowledges and agrees that (i) Borrower has from time to time requested that Lender arrange for Bank or its affiliates to provide Borrower with one or more Bank Products, (ii) Lender has arranged, and may, in its sole discretion, in the future arrange, for Bank or its affiliates to provide Borrower with such Bank Products with the express understanding that all Bank Product Agreements constitute part of the Loan Documents and all Bank Product Obligations constitute part of the Obligations secured by a continuing security interest in the Collateral, and (iii) as of the open Effective Date, the Borrower is unconditionally liable to the Lender for all payments and other obligations incurred by the Borrower with respect to the Bank Product Agreements (the exposure of business Bank and its affiliates thereunder being underwritten by the Lender on March 27, 2017, (a) Borrowers are indebted to Lenders in respect behalf of the U.S. Revolving Loans in the principal amount of $11,815,000.00Borrower), (b) Borrowers are indebted to Lenders in respect and that, as of the Canadian Revolving Loans in Effective Date, the principal amount Borrower has no defenses, counterclaims or rights of $915,279.95, (c) Borrowers are indebted setoff or recoupment with respect to Lenders in respect such obligations. Each of the Term Credit Parties hereby ratifies and confirms its obligations under the Loan in the aggregate principal amount of $8,750,000.00, Documents to which it is a party and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00. Each Borrower hereby acknowledges, confirms acknowledges and agrees that all such Loans, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders under the terms each of the Credit Agreement Loan Documents to which it is a party remains in full force and effect. Each Guarantor hereby ratifies and confirms its obligations under its surety agreement and the other Loan Documents, are unconditionally owing by Borrowers Documents to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower which it is a party and hereby acknowledges and agrees that, as a result of the Specified DefaultsEffective Date, and in accordance with Section 2.10 it has no defenses, counterclaims or rights of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest setoff or recoupment with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaultsits obligations thereunder.

Acknowledgment of Obligations. Each Borrower hereby acknowledgesand Guarantor ----------------------------- each acknowledge and agree by their respective execution hereof that the indebtedness evidenced and secured by the Loan Documents is unconditionally due and owing to Lender as provided thereunder and that, confirms and agrees that as of the open date hereof, Borrower and Guarantor, and each of business on March 27them, 2017have no actions, defenses, demands offsets, counter-claims and/or claims set-off or deduction whatsoever, against: (ai) Borrowers are indebted to Lenders in respect Lender; (ii) the indebtedness evidenced and secured by the Loan Documents; or (iii) the Guaranty and the other Loan Documents or the enforcement thereof. Furthermore, Borrower and Guarantor, and each of them, acknowledge and agree that, as of the U.S. Revolving Loans date hereof, Lender has in no way defaulted or performed any act or omission under the principal amount of $11,815,000.00Loan Documents or any other agreements between Borrower and Guarantor, (b) Borrowers are indebted to Lenders in respect of on the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.00one hand, and (d) Borrowers are indebted Lender, on the other hand, which would or could give rise to Lenders in respect any action, cause of the L/C Obligations in the principal amount action, suits, debts, sums of $7,025,000.00. Each Borrower hereby acknowledgesmoney damages, confirms and agrees that all such Loans, together with interest accrued and accruing thereon, and all feesclaims, costs, expenses and/or demands whatsoever, in law or in equity or otherwise, by Borrower or by Guarantor against Lender. Borrower and other charges now Guarantor, and each of them, acknowledge and agree that (i) Lender has not waived any of its rights or hereafter payable by any Borrower to Lenders remedies under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers (ii) funds have been properly disbursed under the Loan Documents, and (iii) As of April 30, 2001, the outstanding aggregate balance due under the Loan Documents is agreed to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges thatbe $27,699,203.06, as a result comprised of (a) principal balance of $26,483,755.58; (b) accrued interest balance of $1,123,950.86; (c) facility fee of $20,000.00; (d) commitment fee of $29,396.96; (e) prior accrued legal fees of $11,723.55; and (f) accrued legal fees and costs in connection with the Specified Defaults, negotiation and documentation of this transaction in accordance with Section 2.10 the aggregate amount of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans $30,376.11; and Reimbursement Obligations, (iv) from and after June April 30, 20162001, at a interest accrues on the above-stated principal balance in the amount of $11,402.73 per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cashdiem, and subsequent legal fees and costs payable by Borrower will be incurred in connection herewith. Legal fees and costs in connection with the Commitments negotiation and documentation of this transaction are terminatedapproximately $12,180 for the period May 1 - 15, on or before August 312001, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaultsplus an estimated $10,000 through closing.

Acknowledgment of Obligations. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees that agree that, as of the open close of business on March 27May 6, 20172013, (ai) Borrowers are indebted to Lenders Lender in respect of the U.S. Revolving Loans in under the principal amount of $11,815,000.00, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Initial Loan Agreement in the aggregate principal amount of not less than $8,750,000.003,130,005.47 with respect to the Loans (other than Revolving Loans) and $760,300 with respect to the Revolving Loans, and (dii) Borrowers are indebted to Lenders Lender in respect of the L/C Obligations Loans under the 2011-A Loan Agreement in the aggregate principal amount of not less than $7,025,000.00517,042.79, (iii) Borrowers are indebted to Lender in respect of the Loans under the 2011-B Loan Agreement in the aggregate principal amount of not less than $916,416.11, (iv) Borrowers are indebted to Lender in respect of the Loans under the 2011-C Loan Agreement in the aggregate principal amount of not less than $85,869.06, (v) Lessees are indebted to Lessor in respect of the Rent (as defined in the Master Lease Agreement) under the Lease Agreements in the aggregate principal amount of not less than $7,402,671.21, and (vi) as of May 6, 2013, the mxxx-to-market with respect to the Rate Management Obligations was an aggregate amount of not less than $388,648.00. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees agree that all such Loansobligations, together with interest accrued and accruing thereonthereon (including, without limitation, interest at the Default Rate), and all fees (including, without limitation, late fees), costs, expenses and other charges now or hereafter payable by any Borrower Loan Parties to Lenders Lender or Lessor, as applicable, under the terms of the Credit Agreement and the other Loan DocumentsDocuments or Lease Agreements, as applicable (collectively, "Aggregate Obligations") are unconditionally owing by Borrowers Loan Parties to LendersLender or Lessor, as applicable, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees that agree that, as of the open close of business on March 27September 10, 20172012, (ai) Borrowers are indebted to Lenders Lender in respect of the U.S. Revolving Loans in under the principal amount of $11,815,000.00, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Initial Loan Agreement in the aggregate principal amount of $8,750,000.003,259,782.65, and (dii) Borrowers are indebted to Lenders Lender in respect of the L/C Obligations Loans under the 2011-A Loan Agreement in the aggregate principal amount of $7,025,000.00517,042.79, (iii) Borrowers are indebted to Lender in respect of the Loans under the 2011-B Loan Agreement in the aggregate principal amount of $916,416.11, (iv) Borrowers are indebted to Lender in respect of the Loans under the 2011-C Loan Agreement in the aggregate principal amount of $85,869.06, (v) Lessees are indebted to Lessor in respect of the Rent (as defined in the Master Lease Agreement) under the Lease Agreements in the aggregate principal amount of $7,486,695, and (vi) as of September 10, 2012, the mxxx-to-market with respect to the Rate Management Obligations was an aggregate amount of not less than $642,988.00. Each Borrower Loan Parties hereby acknowledgesacknowledge, confirms confirm and agrees agree that all such Loansobligations, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower Loan Parties to Lenders Lender or Lessor, as applicable, under the terms of the Credit Agreement and the other Loan DocumentsDocuments or Lease Agreements, as applicable (collectively, "Aggregate Obligations") are unconditionally owing by Borrowers Loan Parties to LendersLender or Lessor, as applicable, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each Borrower (i) The Borrowers hereby acknowledgesacknowledge, confirms confirm, and agrees agree that as of the open close of business on March 27the Effective Date, 2017, (a) the Borrowers are indebted to Lenders in respect of the U.S. Revolving Loans Lender in the principal amount of $11,815,000.00176,022.35, plus accrued interest, under the Senior Note, Credit Agreement and CA Guaranties (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.00, and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00“Senior Note Balance”). Each Borrower hereby acknowledges, confirms and agrees that all such LoansThe Senior Note Balance, together with interest accrued and accruing thereon, and all fees, costs, expenses expenses, and other charges now or hereafter payable by any Borrower the Borrowers to Lenders under Lender pursuant to the terms of the Credit Agreement Transaction Documents and the other Loan Documentshereunder, are unconditionally owing by the Borrowers to Lendersthe Lender, without offset, defense defense, or counterclaim of any kind, nature nature, or description whatsoever. Each Borrower acknowledges that. (ii) The Borrowers hereby acknowledge, confirm, and agree that as a result of the Specified Defaultsclose of business on the Effective Date, the SPA Borrowers are indebted to the Lender in the principal amount of $9,644,542, plus accrued interest, under the 12% Notes and SPA (the “SPA Balance”). The SPA Balance, together with interest accruing thereon, and all fees, costs, expenses, and other charges now or hereafter payable by the SPA Borrowers to Lender pursuant to the Transaction Documents and hereunder, are unconditionally owing by the SPA Borrowers to the Lender, without offset, defense, or counterclaim of any kind, nature, or description whatsoever. (iii) The Borrowers hereby acknowledge, confirm and agree that the Forbearance Fee (as defined in accordance with Section 2.10 of the Credit First Forbearance Agreement) is fully earned, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, is not refundable or subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cashsetoff for any reason, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and it shall be deemed to have waived, payment of such Default Rate Interest with respect to due and payable as set forth in the Specified DefaultsFirst Forbearance Agreement.

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open of business on March 27June 22, 2017, 2017, (a) Borrowers are indebted to Lenders in respect of the U.S. Revolving Loans in the principal amount of $11,815,000.0011,815,000.00 (without giving effect to any capitalization of interest), (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95915,279.95 (without giving effect to any capitalization of interest), (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.008,750,000.00 (without giving effect to any capitalization of interest), and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00. Each Borrower hereby acknowledges, confirms and agrees that all such Loans, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) belowof the Forbearance Agreement, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.

Acknowledgment of Obligations. Each Borrower (i) The Borrowers hereby acknowledgesacknowledge, confirms confirm, and agrees agree that as of the open close of business on March 27the Effective Date, 2017, (a) the Borrowers are indebted to Lenders in respect of the U.S. Revolving Loans Lender in the principal amount of $11,815,000.00257,903.58, plus accrued interest, under the Senior Note, Credit Agreement and CA Guaranties (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95, (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.00, and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.00“Senior Note Balance”). Each Borrower hereby acknowledges, confirms and agrees that all such LoansThe Senior Note Balance, together with interest accrued and accruing thereon, and all fees, costs, expenses expenses, and other charges now or hereafter payable by any Borrower the Borrowers to Lenders under Lender pursuant to the terms of the Credit Agreement Transaction Documents and the other Loan Documentshereunder, are unconditionally owing by the Borrowers to Lendersthe Lender, without offset, defense defense, or counterclaim of any kind, nature nature, or description whatsoever. Each Borrower acknowledges that. (ii) The Borrowers hereby acknowledge, confirm, and agree that as a result of the Specified Defaultsclose of business on the Effective Date, the SPA Borrowers are indebted to the Lender in the principal amount of $9,219,542.00, plus accrued interest, under the 12% Note and SPA (the “SPA Balance”). The SPA Balance, together with interest accruing thereon, and in accordance with Section 2.10 of the Credit Agreementall fees, Borrowers arecosts, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cashexpenses, and other charges now or hereafter payable by the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed SPA Borrowers to have waived, payment of such Default Rate Interest with respect Lender pursuant to the Specified DefaultsTransaction Documents and hereunder, are unconditionally owing by the SPA Borrowers to the Lender, without offset, defense, or counterclaim of any kind, nature, or description whatsoever.

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open of business on March 27December 29, 2017, after giving effect to the transactions contemplated by the Settlement Agreement (defined below), (a) Borrowers are indebted to Lenders in respect of the U.S. Revolving Loans in the principal amount of $11,815,000.0016,631,151.75, (b) Borrowers are indebted to Lenders in respect of the Canadian Revolving Loans in the principal amount of $915,279.95962,499.56, (c) Borrowers are indebted to Lenders in respect of the Term Loan in the aggregate principal amount of $8,750,000.009,143,073.06, and (d) Borrowers are indebted to Lenders in respect of the L/C Obligations in the principal amount of $7,025,000.001,145,000.00, (e) Debtors are indebted to Lenders in respect of all interest in respect of the Loans and Reimbursement Obligations in the amount of $439,323.91 (which amount excludes accrued "Default Rate Interest" (as such term is defined in the prior Forbearance Agreement)) and (f) Borrowers are indebted to Lenders in respect of the "Forbearance Fee" (as defined in the "Fee Letter" (as defined in the Prior Forbearance Agreement)) in the amount of $500,000. Each Borrower hereby acknowledges, confirms and agrees that all such Loans, interest and fees, together with any other interest accrued and accruing thereon, and all other fees, costs, expenses and other charges now or hereafter payable by any Borrower to Lenders under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower acknowledges that, as a result of the Specified Defaults, and in accordance with Section 2.10 of the Credit Agreement, Borrowers are, at the election of Administrative Agent, obligated to pay interest with respect to Loans and Reimbursement Obligations, from and after June 30, 2016, at a per annum rate of 2.0% in excess of the otherwise applicable interest rate ("Default Rate Interest") and that, subject to Section 3.2(c) below, such Default Rate Interest is payable on demand of Administrative Agent; provided, however, if the Obligations are indefeasibly paid in full, in cash, and the Commitments are terminated, on or before August 31, 2017, Administrative Agent and Lenders agree that they shall not demand, and shall be deemed to have waived, payment of such Default Rate Interest with respect to the Specified Defaults.