Obligations (as defined in the LRM Loan Agreement).
Nothing herein shall in any
manner diminish, impair, or extinguish the indebtedness evidenced by the Note or
the Liens securing the Obligations or the Obligations (as defined in the LRM
Loan Agreement).
Each of Borrower and each Guarantor agrees that the
indebtedness evidenced by the Note are just, due, owing, and unpaid, and is
subject to no offsets, deductions, credits, charges, or claims of whatsoever
kind or character.
9. Release.
EACH OF BORROWER AND THE GUARANTORS FOR THEMSELVES AND EACH OTHER
HEREBY ACKNOWLEDGES AND AGREES THAT, AS OF THE DATE OF THIS AMENDMENT, IT HAS NO
OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST LENDER AND ITS RELATED
PARTIES, AND EACH OF THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AFFILIATES,
SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, ACCOUNTANTS,
ATTORNEYS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE "RELEASED
PARTIES"), WITH RESPECT TO THE OBLIGATIONS OR THE LOAN DOCUMENTS (INCLUDING THIS
AMENDMENT) OR THE TRANSACTIONS CONTEMPLATED THEREBY, AND THAT IF BORROWER OR ANY
GUARANTOR NOW HAS, OR EVER DID HAVE, ANY OFFSETS, DEFENSES, CLAIMS, OR
COUNTERCLAIMS AGAINST ANY RELEASED PARTIES, WHETHER KNOWN OR UNKNOWN, AT LAW OR
IN EQUITY, ALL OF THEM ARE HEREBY EXPRESSLY WAIVED AND EACH OF BORROWER AND THE
GUARANTORS HEREBY RELEASES THE RELEASED PARTIES FROM ANY LIABILITY THEREUNDER.
10. Miscellaneous.
(a) Except as provided herein, all terms and conditions of the Loan Agreement
and the other Loan Documents remain in full force and effect.
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(b) This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.
Delivery of an
executed counterpart of a signature page to this Amendment by facsimile or
electronic transmission shall be effective as delivery of a manually executed
original counterpart of this Amendment.
(c) Section 8.13 (Governing Law; Waiver of Trial By Jury) of the Loan Agreement
is hereby incorporated by reference.
11. Joinder.
Each Guarantor joins in this Amendment to evidence their agreement
and acknowledgment of the provisions of this Amendment and to join in any other
agreements by any of them under this Amendment.
Each Guarantor joins in this
Amendment to evidence that the Guaranty remains in full force and effect and
that the Guaranty is not limited or impaired as a result of the parties'
execution and delivery of this Amendment, or otherwise, after giving effect to
the amendments hereunder.
12. Successors and Assigns.
This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
13. NO ORAL AGREEMENTS.
THIS WRITTEN AGREEMENT AND THE OTHER WRITTEN LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES HERETO.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto