OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT THE SECURED PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.
(xviii)
WAIVER OF CONSEQUENTIAL DAMAGES; ETC.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, EACH GRANTOR AGREES THAT IT WILL
NOT ASSERT, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY CLAIM AGAINST
ANY INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES)
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE LOAN OR
THE USE OF THE PROCEEDS THEREOF.
NO INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY
DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR
OTHER MATERIALS DISTRIBUTED BY IT THROUGH ANY TELECOMMUNICATIONS, ELECTRONIC OR
OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 8.19.
INTEGRATION.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT OF THE GRANTORS AND THE SECURED PARTY WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO PROMISES,
UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE SECURED PARTY RELATIVE TO THE
SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN.
THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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Section 8.20.
Independence of Covenants.
All covenants and agreements
hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants or agreements, the fact that
it would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant or agreement, shall not avoid the occurrence of
a Default or Event of Default if such action is taken or such condition exists.
Section 8.21.
Time is of the Essence.
Time is of the essence of this
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Security Agreement to be duly executed and delivered as of the date first above
written.
GRANTORS:
SANDERS MORRIS HARRIS GROUP INC.
By:
Name:
Title:
SMH CAPITAL INC.
By:
Name:
Title:
SMH CAPITAL ADVISORS, INC.
By:
Name:
Title:
MILLER-GREEN FINANCIAL SERVICES, INC.
By:
Name:
Title:
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THE EDELMAN FINANCIAL CENTER, LLC
By:
Name:
Title:
EDELMAN BUSINESS SERVICES, LLC
By:
Name:
Title:
EDELMAN FINANCIAL SERVICES, LLC
By:
Name:
Title:
EDELMAN FINANCIAL ADVISORS, LLC
By:
Name:
Title:
SOF MANAGEMENT, LLC
By:
Name:
Title:
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SMH GP LP
By:
Name:
Title:
SMH MLS, LLC
By:
Name:
Title:
SMH SPEADV, LLC
By:
Name:
Title:
SECURED PARTY:
PROSPERITY BANK
By:
Name:
Title:
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EXHIBIT B TO
CREDIT AGREEMENT
FORM OF CLOSING CERTIFICATE
[INSERT LEGAL NAME OF COMPANY]
CLOSING CERTIFICATE
I, the undersigned, [President/Executive Vice President/Chief Financial Officer]
of [Name of Borrower/Subsidiary],