Common use of Acknowledgment of Obligations Clause in Contracts

Acknowledgment of Obligations. The Company acknowledges that its obligations under the Existing Loan Documents and the lien on the Collateral securing the Existing Obligations remain in full force and effect, and that the Company has no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents and that such liens are valid, perfected and enforceable. The Company hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations and the obligations under the Loan Documents and the Company and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver or consent of the Existing Lender or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing Lender, its officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.

Acknowledgment of Obligations. The Company acknowledges that its obligations under the Existing Loan Documents Agreements and the lien on the Collateral securing Bear Xxxxxxx' rights under the Existing Obligations remain in full force and effect, and that the Company has no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents Agreements and that to the extent such rights include liens on the Collateral, such liens are valid, perfected and enforceable. The Company hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations and the obligations under the Loan Documents and the Company and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender Bear Xxxxxxx or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan DocumentsAgreements, the Existing Obligations or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver or consent of the Existing Lender Bear Xxxxxxx or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company acknowledges that BSTrust and BSIL are affiliates for purposes of the Institutional Account Agreement. The Company and each Subsidiary hereby releases the Existing LenderBear Xxxxxxx, its their respective officers, directors and participants from any and all claims in respect of the Existing Loan Documents Agreements and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents Agreements and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.

Acknowledgment of Obligations. The Company Each of the Credit Parties acknowledges that its obligations and agrees that, as of September 4, 2003, the Borrower is unconditionally liable to the Lender under the Existing Loan Agreement and each of the other Loan Documents for Eight Hundred Sixty-Six Thousand Six Hundred Fifty-Six and 60/100 Dollars ($866,656.60) representing the lien on outstanding LC Amount (no cash Revolving Credit Loans being presently outstanding), plus all expenses incurred by the Collateral securing Lender through the Existing Obligations remain in full force Effective Date, including, without limitation reasonable attorneys’ fees and effectexpenses, and that that, as of the Company Effective Date, the Borrower has no defenses, counterclaims or offsets rights of setoff or recoupment with respect to the foregoing obligations. Each of the Credit Parties acknowledges and agrees that (i) Borrower has from time to time requested that Lender arrange for its obligations under affiliate, Fleet Bank, to provide Borrower with one or more Bank Products, (ii) Lender has arranged, and may, in its sole discretion, in the Existing future arrange, for Fleet 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 that such liens are valid, perfected and enforceable. The Company hereby waives the application all Bank Product Obligations constitute part of the automatic stay Obligations secured by a continuing security interest in any bankruptcy proceeding in respect the Collateral, and (iii) as of the Existing Obligations 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 Fleet Bank and its affiliates thereunder being underwritten by the Lender on behalf of the Borrower), and that, as of the Effective Date, the Borrower has no defenses, counterclaims or rights of setoff or recoupment with respect to such obligations. Each of the Credit Parties hereby ratifies and confirms its obligations under the Loan Documents to which it is a party and the Company hereby acknowledges and agrees that each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations or the Loan Documents except 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 to which it is a party and hereby acknowledges and agrees that, as expressly referred of the Effective Date, it has no defenses, counterclaims or rights of setoff or recoupment with respect to herein its obligations thereunder. Lender hereby ratifies and confirms that pursuant to Section 4 of that certain Second Amendment to Loan and Security Agreement, dated as of July, 23, 1998 (the “Second Amendment”), among the Lender, the Borrower and The Electronic Boutique, Inc. (“EB”), EB has been released from all Obligations. Lender further agrees that, effective as of the Effective Date, Elbo is hereby released from all Obligations (it being acknowledged and agreed by each Credit Party that such release shall not be construed as a waiver impair or consent to limit any future action on of its liabilities or Obligations under the part of the Company that would require a waiver or consent of the Existing Lender or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing Lender, its officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconductDocuments).

Acknowledgment of Obligations. The Company Each of the Credit Parties acknowledges that its obligations and agrees that, as of March 14, 2005, the Borrower is unconditionally liable to the Lender under the Existing 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), plus all expenses incurred by the Lender through the Effective Date, including, without limitation reasonable attorneys’ fees and the lien on the Collateral securing the Existing Obligations remain in full force and effectexpenses, and that that, as of the Company Effective Date, the Borrower has no defenses, counterclaims or offsets 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 obligations under affiliates to provide Borrower with one or more Bank Products, (ii) Lender has arranged, and may, in its sole discretion, in the Existing 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 that such liens are valid, perfected and enforceable. The Company hereby waives the application all Bank Product Obligations constitute part of the automatic stay Obligations secured by a continuing security interest in any bankruptcy proceeding in respect the Collateral, and (iii) as of the Existing Obligations 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 Bank and its affiliates thereunder being underwritten by the Lender on behalf of the Borrower), and that, as of the Effective Date, the Borrower has no defenses, counterclaims or rights of setoff or recoupment with respect to such obligations. Each of the Credit Parties hereby ratifies and confirms its obligations under the Loan Documents to which it is a party and the Company hereby acknowledges and agrees that each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations or the Loan Documents except 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 to which it is a party and hereby acknowledges and agrees that, as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver Effective Date, it has no defenses, counterclaims or consent rights of the Existing Lender setoff or the Facility Lenders, respectively, except recoupment with respect to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing Lender, its officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconductthereunder.

Acknowledgment of Obligations. 3.01. All Proxy Holders shall become Directors of the Cleared Corporation. Proxy Holders may appoint or remove other Directors in their sole discretion. The Company acknowledges that its Board of Directors shall elect a Chairman, who may be one of the Proxy Holders. 3.02. The terms of compensation, including any and all benefits for the Proxy Holders, shall be negotiated between the Proxy Holders and Shareholder, paid by the Cleared Corporation, shall not be changed during the Proxy Holders' tenure as Proxy Holders, except upon mutual agreement between the Proxy Holders and the Shareholder with approval of DDS, and shall be provided to DSS. 3.03. Each Proxy Holder agrees that, in order to be qualified under the Agreement, he must have had no prior or existing contractual, financial or employment relationship with either the Cleared Corporation or the Affiliates prior to their appointment. Each Proxy Holder further agrees, in order to maintain his qualification as a Proxy Holder: (i) not to establish any relationships of any kind with the Shareholder, the Affiliates or the Cleared Corporation except as may be required or permitted by the Agreement; and (ii) to be processed for and remain eligible for a United States Government personnel security clearance and reside within the United States during the term of the Agreement as a Proxy Holder; 3.04. Each of the Proxy Holders, in recognition of his obligations under the Existing Loan Documents Agreement, agrees: a. that the Shares are being placed in a Proxy Agreement as a security measure designed to insulate the Cleared Corporation from any foreign control or influence that may arise from the Shareholder's ownership of the Shares; b. that the United States Government is placing its reliance upon each Proxy Holder as United States citizen to exercise independently all prerogatives of ownership of the Cleared Corporation; c. that one year from the effective date of the Agreement or at the annual meeting required under Section 9.01, the Proxy Holders shall assure that a report is submitted to DSS in accordance with Section 9.02; d. that each Proxy Holder, upon acceptance of appointment, shall be briefed by a representative of DSS on his responsibilities under the NISP and the lien Agreement; e. that one year from the effective date of the Agreement or at the annual meeting required under Section 9.01, the Proxy Holders shall meet with representatives of DSS in accordance with Section 9.01; f. that each Proxy Holder, upon acceptance of appointment and annually thereafter, shall execute, for delivery to DSS, a certificate affirming his Agreement to be bound by, and accept his responsibilities under the Agreement; g. not to accept direction from the Shareholder on any matter before the Collateral securing Proxy Holders or the Existing Obligations remain Board of Directors of the Cleared Corporation and not to permit the Shareholder to exercise any control or influence over the business or management of the Cleared Corporation except as provided in full force and effectthe Agreement; h. to ensure that the management appointed by the Proxy Holders fully understands his responsibility to exercise all prerogatives of management with complete independence from any foreign influence or control; i. that each principal officer of the Cleared Corporation shall be furnished a policy statement on FOCI, stating that management has complete independence from the Shareholder, that they are barred from taking any action that would countermand the Agreement, and that any suspected violation of this Agreement shall be reported immediately to the Company has no defensesChairman of the GSC; j. nothing in this Agreement is intended to prohibit the Shareholder, counterclaims as the owner of the Cleared Corporation, from offering to the Proxy Holders advice or offsets administrative services of the type customarily provided to its subsidiary corporations, nor to prohibit the Proxy Holders and the Cleared Corporation from accepting such assistance, when the assistance is (i) not inconsistent with the Cleared Corporation's obligations under the Existing Loan Documents National Industrial Security Program Operation Manual ("NISPOM"), and (ii) of benefit to the Cleared Corporation as determined by the Proxy Holders in their sole discretion. It shall be a condition of the Proxy Holders' acceptance of any administrative services pursuant to this subparagraph j that DSS shall have approved an amendment or addendum to this Agreement authorizing such liens are validacceptance; k. to maintain records, perfected journals and enforceableminutes of meetings and copies of all communications sent or received by them in the execution of their duties. Such data and copies of all information furnished to the Shareholder by the Cleared Corporation or the Proxy Holders shall be made available upon request for inspection by DSS at the office of the Proxy Holders or the office of the Cleared Corporation. 3.05. The Company hereby waives Proxy Holders shall appoint an independent financial auditor to conduct an annual audit of the Cleared Corporation's books and records. The Proxy Holders shall advise DSS and the Shareholder of their action. Upon completion of the audit and review by the Proxy Holders, and subject to the removal of any information not releasable under the Agreement, the audit report shall be forwarded to the Shareholder. 3.06. The Cleared Corporation, the Shareholder, or a majority of the Proxy Holders then in office may from time to time request meetings with DSS Headquarters regarding the implementation of this Agreement. At such meetings, matters may be discussed including, but not limited to, the following: assistance related to the problems or impediments associated with the practical application of the automatic stay in any bankruptcy proceeding in respect this Agreement, performance of the Existing Obligations and the obligations under the Loan Documents and the Company and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender Proxy Holders, or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver or consent of the Existing Lender or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing Lender, its officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconductother matters affecting this Agreement.

Acknowledgment of Obligations. The Company 2.1. Each Loan Party hereby acknowledges that its and agrees that, it is unconditionally liable to the Lenders and the Administrative Agent for the full and timely payment of all of the Obligations, including, without limitation, all payment obligations now and hereinafter required under the Existing Loan Documents and all of the lien other Obligations set forth on the Collateral securing the Existing Obligations remain in full force Schedule A attached hereto and effectincorporated herein by reference. Each Loan Party further hereby acknowledges and agrees that, and that the Company it has no defenses, counterclaims or offsets set-offs with respect to its obligations under the Existing Loan Documents full and that such liens are valid, perfected immediate payment and enforceable. The Company hereby waives the application performance of the automatic stay in any bankruptcy proceeding in respect of the Existing or all Obligations and the obligations under the Loan Documents Documents; provided however, that during the Forbearance Period (as defined below) the Lenders and the Company and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver or consent of the Existing Lender or the Facility Lenders, respectivelyAdministrative Agent shall, except to the extent expressly provided set forth herein, forbear from exercising their rights and remedies related to the Specified Event. 2.2. The Company Each Loan Party acknowledges and each Subsidiary hereby releases agrees that (i) the Existing LenderSpecified Event constitutes an Event of Default under the Loan Documents, its officers(ii) any notices that might be given and any grace periods or cure periods which must expire with respect to such Event of Default, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date Administrative Agent and/or the Lenders exercising any of execution their rights and delivery hereofremedies in connection with the Loan Documents, excludinghave been given, howevercomplied with and expired and, in any obligation event, are hereby waived and relinquished by each Loan Party with respect to the Specified Event, (iii) this Agreement is being delivered in lieu of a request by the Administrative Agent or the Required Lenders under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing Section 2.06(c) of the Asset Sale Credit Agreement and all requests and notices required in connection with such Section have hereby been given and complied with, and (iv) as a consequence, the Administrative Agent and the receipt by Lenders are now entitled to immediately exercise all of their rights and remedies under the Creditors of Loan Documents, at law or in equity, including, without limitation, the payments right to declare all Obligations to be received hereunder from immediately due, payable, and performable, without notice, except to the proceeds of extent that the Asset Sale, the Existing Lender hereby releases the executive officers Administrative Agent and the directors of the Company Lenders agree to forbear from any exercising those rights and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior remedies subject to the date of execution terms and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims conditions set forth in respect of fraud or intentional misconductthis Agreement.

Acknowledgment of Obligations. The Company and each Subsidiary acknowledges that, as of the date hereof, the principal balance of the obligations under the Existing Loan Agreements are as follows: (a) the Bridge Loan Agreement: $45,000,000; and (b) the 1996 Agreement: $42,500,000. The Company and each Subsidiary acknowledges that its obligations under the Existing Loan Documents and the lien liens on the Collateral securing the Existing Obligations remain in full force and effect, that the Existing Obligations under the 1996 Agreement and the Bridge Loan Agreement matured on October 10, 1998 and have not been paid, and that the Company has and each such Subsidiary have no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents and that such liens are valid, perfected and enforceable. The Company and each Subsidiary hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations and the obligations under the Loan Documents and the Company Company, each Subsidiary and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender Lenders or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations Obligations, any defaults by the Company under the Existing Loan Documents or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company or any Subsidiary that would require a waiver or consent of the Existing Lender Lenders or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing LenderLenders, its their respective officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.

Acknowledgment of Obligations. The Company and each Subsidiary acknowledges that, as of the date hereof, the principal balance of the obligations under the Existing Loan Agreements are as follows: (a) the Bridge Loan Agreement: $45,000,000; (b) the 1996 Agreement: $42,500,000; and (c) the Warehouse Agreement: $0. The Company and each Subsidiary acknowledges that its obligations under the Existing Loan Documents and the lien liens on the Collateral securing the Existing Obligations remain in full force and effect, that the Existing Obligations under the 1996 Agreement and the Bridge Loan Agreement matured on October 10, 1998 and have not been paid, and that the Company has and each such Subsidiary have no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents and that such liens are valid, perfected and enforceable. The Company and each Subsidiary hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations and the obligations under the Loan Documents and the Company Company, each Subsidiary and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations Obligations, any defaults by the Company under the Existing Loan Documents or the Loan Documents except as expressly referred to herein and shall not be construed as a waiver or consent to any future action on the part of the Company or any Subsidiary that would require a waiver or consent of the Existing Lender or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing Lender, its officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.

Acknowledgment of Obligations. The Company acknowledges that its obligations under the Existing Loan Documents Notes and the lien on the Collateral securing the Existing Note Obligations remain in full force and effect, and that the Company has no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents Notes and that such liens are valid, perfected and enforceablethe Note Obligations. The Company hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations Notes and the obligations under the Loan Documents and the Company and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender or the Facility Lenders of their rights in respect of the Collateral, Note Obligations provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 2 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, Notes and the Existing Note Obligations or the Loan Documents except as expressly referred to provided herein and shall not be construed as a waiver or consent to any future action on the part of the Company that would require a waiver or consent of the Existing Lender Henschels or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary subsidiary hereby releases the Existing LenderHenschels, its their respective officers, directors and participants from any and all claims in respect of the Existing Loan Documents Notes and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors Henschels of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender Henschels hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents Notes and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.

Acknowledgment of Obligations. The Company and each Subsidiary acknowledges that its obligations under the Existing Loan Documents and the lien liens on the Collateral securing the Existing Obligations remain in full force and effect, that the Existing Obligations under the 1996 Agreement and the Bridge Loan Agreement matured on October 10, 1998 and have not been paid, and that the Company has and each such Subsidiary have no defenses, counterclaims or offsets to its obligations under the Existing Loan Documents and that such liens are valid, perfected and enforceable. The Company and each Subsidiary hereby waives the application of the automatic stay in any bankruptcy proceeding in respect of the Existing Obligations and the obligations under the Loan Documents and the Company Company, each Subsidiary and each Creditor consents to the modification of the stay to permit the exercise by the Existing Lender Lenders or the Facility Lenders of their rights in respect of the Collateral, provided that the foregoing shall not be construed to modify the provisions of Sections 2(b) and 3 hereof. This document shall not constitute a waiver, amendment or modification of the Existing Loan Documents, the Existing Obligations Obligations, any defaults by the Company under the Existing Loan Documents or the Loan Documents except as to the extent expressly referred to provided herein and shall not be construed as a waiver or consent to any future action on the part of the Company or any Subsidiary that would require a waiver or consent of the Existing Lender Lenders or the Facility Lenders, respectively, except to the extent expressly provided herein. The Company and each Subsidiary hereby releases the Existing LenderLenders, its their respective officers, directors and participants from any and all claims in respect of the Existing Loan Documents and in respect of actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligation under any agreement by such person for the payment of money, return of property or any contractual obligations. Effective upon the closing of the Asset Sale and the receipt by the Creditors of the payments to be received hereunder from the proceeds of the Asset Sale, the Existing Lender Lenders hereby releases the executive officers and the directors of the Company from any and all claims in respect of the Existing Loan Documents and in respect of the actions taken or not taken in connection therewith on or prior to the date of execution and delivery hereof, excluding, however, any obligations under any agreement by such person for the payment of money, return of property or any contractual obligations, and also excluding any claims in respect of fraud or intentional misconduct.