Common use of Acknowledgments by Borrower Clause in Contracts

Acknowledgments by Borrower. To induce the Banks and the Agent to execute this Agreement, the Borrower, on behalf of itself and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: (a) The Forbearance Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit Agreement. (b) As of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The Revolving Credit Loans outstanding as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks or any of them: (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. law.

Acknowledgments by Borrower. To induce (a) Borrower hereby acknowledges and agrees that (i) as of the Banks close of business on January 28, 2005, (A) the outstanding and unpaid principal balance of the Revolving Credit Loans totaled $13,617,331.30, and (B) the Letter of Credit Obligations totaled $2,363,724.42, in each case exclusive of accrued interest, costs and attorney’s fees chargeable to Borrower under the Loan Documents; (ii) the Existing Defaults are continuing and have not been cured by Borrower or waived, released, extinguished or compromised by Agent or Lenders; and (iii) as a result of the Existing Defaults, all of the Secured Obligations, at the election of the Agent to execute this Agreementor the direction of the Required Lenders, the could be declared absolutely and immediately due and owing by Borrower, and Agent, on behalf of itself the Lenders, would have the full legal right to exercise any and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries all rights and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: (a) The Forbearance Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit remedies under the Credit AgreementLoan Documents or otherwise available at law or in equity with respect thereto. (b) As Borrower acknowledges and agrees that, notwithstanding the agreement of Agent and Lenders in the Forbearance Agreement, on the terms and conditions set forth therein, to (i) on the part of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver ofLenders, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The make additional Revolving Credit Loans outstanding as and continue to purchase participations in respect of Letters of Credit and Bankers Acceptances under the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations"Revolving Facility, and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks or any of them: (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither to continue to forbear from exercising the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), rights and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party remedies available under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the in no event shall any of such actions by Agent for itself and the ratable benefit or Lenders be deemed a waiver, release, extinguishment, compromise or cure of the Banks, has a first priority perfected security interest in, and lien upon, all Existing Defaults or of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% any other current or future Default or Event of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. lawDefault.

Acknowledgments by Borrower. To induce (a) Borrower hereby acknowledges and agrees that (i) as of the Banks close of business on December 22, 2004, (A) the outstanding and unpaid principal balance of the Revolving Credit Loans totaled $19,133,117.49, and (B) the Letter of Credit Obligations totaled $2,985,328.02, in each case exclusive of accrued interest, costs and attorney’s fees chargeable to Borrower under the Loan Documents; (ii) the Existing Defaults are continuing and have not been cured by Borrower or waived, released, extinguished or compromised by Agent or Lenders; and (iii) as a result of the Existing Defaults, all of the Secured Obligations, at the election of the Agent to execute this Agreementor the direction of the Required Lenders, the could be declared absolutely and immediately due and owing by Borrower, and Agent, on behalf of itself the Lenders, would have the full legal right to exercise any and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries all rights and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: (a) The Forbearance Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit remedies under the Credit AgreementLoan Documents or otherwise available at law or in equity with respect thereto. (b) As Borrower acknowledges and agrees that, notwithstanding the agreement of Agent and Lenders in the Forbearance Agreement, on the terms and conditions set forth therein, to (i) on the part of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver ofLenders, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The make additional Revolving Credit Loans outstanding as and continue to purchase participations in respect of Letters of Credit and Bankers Acceptances under the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations"Revolving Facility, and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks or any of them: (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither to continue to forbear from exercising the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), rights and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party remedies available under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the in no event shall any of such actions by Agent for itself and the ratable benefit or Lenders be deemed a waiver, release, extinguishment, compromise or cure of the Banks, has a first priority perfected security interest in, and lien upon, all Existing Defaults or of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% any other current or future Default or Event of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. lawDefault.

Acknowledgments by Borrower. To induce the Banks The Borrower acknowledges, confirms and the Agent to execute this Agreement, the Borrower, on behalf of itself and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as followsagrees that: (a) The Forbearance Defaults constitute Defaults This Consent is a Loan Document, and Events of Default that have occurred, remain uncured all references in any Loan Document to the Borrower’s Obligations shall mean and are continuing include the Obligations as of the time of amended by this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit AgreementConsent. (b) As Except as provided herein, the terms and conditions of the time of this Loan Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies and the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining other Loan Documents or applicable lawremain in full force and effect, and the Borrower hereby ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents. (c) The Revolving Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Loans outstanding Agent and the Lenders in connection with this Consent and any prior matters involving the Loan. (d) The Borrower acknowledges that it has no defenses, set offs or counterclaims with respect to any of its obligations to the Credit Agent or the Lenders, and hereby releases, waives, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action whatever kind or nature, whether known or unknown, which it has or may have as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All obligations of Effective Date against the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding Lender, or their respective affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any other provision of this matter connected with the Loan Agreement or any other contract the administration thereof or instrument between the Credit Parties, the Banks or any of them: obligations created thereby (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited including pursuant to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Personthis Consent), and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank . The foregoing provision shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties have been restated as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Formation Transactions Closing Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. law.

Acknowledgments by Borrower. To induce the Banks Borrower acknowledges and the Agent to execute this Agreementagrees that, the Borroweras of October 22, on behalf of itself 2009 and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: thereafter: (a) The Forbearance the Existing Defaults constitute Defaults and Events of Default that have occurredunder the Loan Documents; (b) timely, remain uncured adequate and are continuing as proper notice of the time of this Agreement; and because such Events of Default remain uncured, neither Defaults were received by Borrower from the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit Agreement. (b) As of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. Bank; (c) The Revolving Credit Loans outstanding as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) all grace periods, if any, applicable to cure such Existing Defaults have expired or are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. hereby waived by Borrower; (d) All obligations the Bank is entitled to immediate payment of the Credit Parties Notes and extensions all other sums due under the Loan Documents; (e) the Bank has not waived the Existing Defaults; (f) the Loan Documents are free from any offset, defense, recoupment, or counterclaim, in law or in equity, of financial accommodations any kind or nature; (g) the Indebtedness is fully secured by valid, perfected and enforceable first priority security interests in the Agent Pledged Collateral and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" Accounts (as defined in the Credit Deposit Control Agreement. ); (eh) Except as expressly modified by this Agreement, the Bank has fully performed all terms of its respective obligations and provisions of the Credit Agreement duties under all previously existing agreements between Borrower and the other Loan Documents, including, without limitation, Bank; (i) all actions taken by the provisions of Sections 13.1, 13.2, 13.3 and 26 of Bank prior to the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision date of this Agreement or any other contract or instrument between have been reasonable and appropriate under the Credit Partiescircumstances and have been within the Bank’s rights; (j) the Bank’s commitment to enter into this Agreement represents new value given by the Bank for the benefit of Borrower, the Banks or any value of them: (i) which is substantially greater than the relationship between each value to the Bank of all agreements, covenants, representations, warranties and acknowledgements contained herein for the benefit of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), and neither the Agent nor any Bank intends to assume any such status at any timeBank; and (iiik) neither it is the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions express intention of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees Borrower that the Banks' entry intoagreements, covenants, representations, warranties and covenants to perform acknowledgements contained in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in a contemporaneous exchange for the Credit Parties' entry into, and covenants new value given to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned Borrower by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. lawBank.

Acknowledgments by Borrower. To induce (a) Borrower hereby acknowledges and agrees that (i) as of the Banks close of business on November 12, 2004, (A) the outstanding and unpaid principal balance of the Revolving Credit Loans totaled $25,864,745.40, and (B) the Letter of Credit Obligations totaled $3,509,656.22, in each case exclusive of accrued interest, costs and attorney’s fees chargeable to Borrower under the Loan Documents; (ii) the Existing Defaults have occurred, as set forth in the Recitals, (iii) the Existing Defaults are continuing and have not been cured by Borrower or waived, released, extinguished or compromised by Agent or Lenders; and (iv) as a result of the Existing Defaults, all of the Secured Obligations, at the election of the Agent to execute this Agreementor the direction of the Required Lenders, the could be declared absolutely and immediately due and owing by Borrower, and Agent, on behalf of itself the Lenders, would have the full legal right to exercise any and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries all rights and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: (a) The Forbearance Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit remedies under the Credit AgreementLoan Documents or otherwise available at law or in equity with respect thereto. (b) As Borrower acknowledges and agrees that, notwithstanding the agreement of Agent and Lenders herein, on the terms and conditions set forth herein, to (i) on the part of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver ofLenders, or otherwise to limit in any respect any rights or remedies the Banks or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The make additional Revolving Credit Loans outstanding as and continue to purchase participations in respect of Letters of Credit and Bankers Acceptances under the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations"Revolving Facility, and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks or any of them: (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither to forbear from exercising the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), rights and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party remedies available under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the in no event shall any of such actions by Agent for itself and the ratable benefit or Lenders be deemed a waiver, release, extinguishment, compromise or cure of the Banks, has a first priority perfected security interest in, and lien upon, all Existing Defaults or of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% any other current or future Default or Event of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. lawDefault.

Acknowledgments by Borrower. To induce the Banks Lenders and the Agent to execute this Agreement, the Borrower, on behalf of itself Borrower and each of its Subsidiariesthe Subsidiary Guarantors (collectively, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as follows: (a) The Forbearance Notwithstanding any provisional waiver as otherwise provided in the Waiver Letter, the Acknowledged Defaults constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank Lender has any obligation to make any further Extensions of Credit under the Credit Agreement. (b) As Except for the provisional waiver that is the subject of the Waiver Letter (which shall in all events expire as of the Waiver Termination Date), as of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies the Banks Lenders or the Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The Revolving Credit Loans outstanding as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 147,000,000 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 6,515,000 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts. (d) All The obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other Loan Documents, including, including without limitation, limitation the provisions of Sections 13.1, 13.2, 13.3 11.3 and 26 13.10 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank Lender has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any BankLender. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks Lenders or any of them: (i) the relationship between each of the Agent or any Bank Lender and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank Lender is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. law.controlling

Acknowledgments by Borrower. To induce Borrower hereby acknowledges the Banks and the Agent to execute this Agreement, the Borrower, on behalf of itself and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree as followsfollowing: (a) The Forbearance Defaults constitute Defaults recitals set forth in paragraphs A through D above are true and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit Agreement.correct; (b) As While Borrower disputes that the S-8 Default specified in the Notice existed and continue to exist under the Debenture and other Loan Documents, by entering into this Agreement (or otherwise), Lender hereby waives the S-8 Default set forth in the Notice concerning the Borrower’s previous filing of a Form S-8 Registration Statement prior to the effectiveness of registration of the time of this Agreement nothing Borrower’s securities held by Lender; however, Lender is not waiving and has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit not waived in any respect its rights and remedies with respect to any rights or remedies other matter, including but not limited to all liabilities and obligations on the Banks or part of Borrower under the AgentLoan Documents, or any defaults relating to the filing of them, have or may have arising as a Form S-8 Registration Statement by Borrower after the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law.date hereof; (c) The Revolving Credit Loans outstanding That on and as of May 1, 2006, (i) Borrower was indebted to Lender for the date hereof following amounts (assuming collectively, the prepayment referenced “Indebtedness”): (A) principal under the Debenture in paragraph 5(ethe amount of $500,000.00, (B) below has been madeinterest under the Debenture in the amount of $10,156.25, and (C) are zero late registration fees under the Registration Agreement; (ii) all such amounts remain outstanding and unpaid; and (iii) all such amounts remain due and payable in an amount equal to $56,575,000.00 (full, without offset, deduction or counterclaim of any kind or character whatsoever, in accordance with the "Existing Loans") and the L/C Obligations outstanding as terms of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts.Loan Documents; (d) All That the Debenture and all other liabilities and obligations of Borrower to Lender under the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoeverLoan Documents shall, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except except as expressly modified by this Agreementhereby, all terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the provisions of Sections 13.1, 13.2, 13.3 and 26 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed effect, and shall not be released, impaired, diminished or participated in any aspect other way modified or amended as a result of the management of any Credit Party or the conduct of the business of any Credit Party, execution and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision delivery of this Agreement or any other contract or instrument between by the Credit Parties, the Banks or any of them: (i) the relationship between each agreements and undertakings of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agentparties contained herein. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. law.

Acknowledgments by Borrower. To induce the Banks Lenders and the Administrative Agent to execute this Agreement, the BorrowerBorrower hereby acknowledges, on behalf of itself stipulates and each of its Subsidiaries, pursuant to the Credit Agreement (the Subsidiaries and Borrower are collectively the "Credit Parties"), hereby respectively acknowledge, stipulate and agree agrees as follows: (a) The Forbearance Defaults Notwithstanding any provisional waiver as otherwise provided in the Third Amendment, failures by the Borrower to comply with the Breached Covenants calculated with respect to the Waiver Calculation Period constitute Defaults and Events of Default that have occurred, remain uncured and are continuing as of the time of this Agreement; and because such Events of Default remain uncured, neither the Agent nor any Bank has any obligation to make any further Extensions of Credit under the Credit Agreement.; (b) As Neither the Lenders nor the Administrative Agent, nor any of them, nor anyone acting on behalf of any such Person, have any obligation or have otherwise made any commitment or other undertaking or expression of any willingness to agree or otherwise consent (i) to any assumption by the Surviving Entity of any of the Obligations or (ii) to any other term or provision of any proposed merger between the Borrower and UICI, and neither the Borrower nor anyone acting on its behalf is relying on any expression or assumption to the contrary; (c) Except for the provisional waiver that is the subject of the Third Amendment (which shall in all events expire as of February 10, 2000), as of the time of this Agreement nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect any rights or remedies the Banks Lenders or the Administrative Agent, or any of them, have or may have arising as the result of Events of Default that have occurred or may occur under the Credit Agreement, the remaining Loan Documents or applicable law. (c) The Revolving Credit Loans outstanding as of the date hereof (assuming the prepayment referenced in paragraph 5(e) below has been made) are in an amount equal to $56,575,000.00 (the "Existing Loans") and the L/C Obligations outstanding as of the date hereof are in an amount equal to $5,300,458.00 (the "Existing L/C Obligations", and together with the Existing Loans, the "Existing Extensions of Credit") and no Credit Party has any defense or right of offset with respect to such amounts.; and (d) All obligations of the Credit Parties and extensions of financial accommodations by the Agent and the Banks under this Agreement of any nature whatsoever, whether now existing or hereafter arising, are "Obligations" as defined in the Credit Agreement. (e) Except as expressly modified by this Agreement, all terms and provisions of the Credit Agreement and the other remaining Loan Documents, including, including without limitation, limitation the provisions of Sections 13.1, 13.2, 13.3 11.3 and 26 13.12 of the Credit Agreement, are valid and enforceable and remain in full force and effect according to their respective terms. (f) Neither Agent nor any Bank has at any time directed or participated in any aspect of the management of any Credit Party or the conduct of the business of any Credit Party, and the Credit Parties have made all of their respective business decisions independently of the Agent or any Bank. Notwithstanding any other provision of this Agreement or any other contract or instrument between the Credit Parties, the Banks or any of them: (i) the relationship between each of the Agent or any Bank and each of the Credit Parties shall be limited to the relationship of a lender to a borrower in a commercial loan transaction; (ii) neither the Agent nor any Bank is or shall be construed as a partner, joint venturerer, alter-ego, manager, controlling person or other business associate or participant of any kind of any Credit Party (or any other Person), and neither the Agent nor any Bank intends to assume any such status at any time; and (iii) neither the Agent not any Bank shall be deemed responsible for (or a participant in) any acts, omissions or decisions of any Credit Party, any other Bank or, in the case of the Banks, the Agent. (g) Each Credit Party hereby admits, acknowledges and agrees that the Banks' entry into, and covenants to perform in accordance with, this Agreement and the Banks' consummation of the transactions contemplated hereby and thereby, including, without limitation, the commitment to make the Forbearance Loan and the issuance of the Landlord Letter of Credit (as each term is defined below), constitute "new value" and "reasonably equivalent value," as those terms are used in Sections 547 and 548 of Title 11 of the United States Code (the "Bankruptcy Code"), received by the Credit Parties as of the closing of this Agreement in contemporaneous exchange for the Credit Parties' entry into, and covenants to perform in accordance with, this Agreement and documents executed in connection with this Agreement, and the Credit Parties' consummation of the transactions contemplated hereby and thereby. (h) Each Credit Party acknowledges and agrees that all time-related defenses, such as statutes of limitations, doctrines of estoppel, doctrines of laches or any other rules of law or equity of similar nature, are hereby tolled with respect to all rights, claims and causes of action of any kind whatsoever that any Agent or Bank may have against any Credit Party under the Loan Documents as of the time of the closing of this Agreement through and including the date which is thirty (30) days after the Forbearance Maturity Date. (i) Except for Permitted Liens entitled to priority under applicable law, the Agent for itself and the ratable benefit of the Banks, has a first priority perfected security interest in, and lien upon, all of the property that is pledged as collateral in the Security Documents. In connection therewith, each Credit Party acknowledges and agrees that the Collateral, as defined in, and granted pursuant to, the Security Agreement, includes 100% of the shares of capital stock and proceeds thereof of each Domestic Subsidiary and 65% of the shares of capital stock and proceeds thereof of each Foreign Subsidiary directly owned by the Borrower to the maximum extent that any or all of such property is capable of being pledged as security as a matter of applicable U.S. law.