DIRECTED BY THE AGENT.
7.
RATIFICATION AND RELEASE. THE BORROWER
DOES HEREBY REMISE, RELEASE AND FOREVER DISCHARGE THE AGENT AND THE LENDERS AND
EACH OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES,
COUNSEL AND AGENTS, PAST AND PRESENT, AND EACH OF THEM, OF AND FROM ANY AND ALL
MANNER OF ACTIONS, AND CAUSES OF ACTION, SUITS, DEBTS, DUES, ACCOUNTS, BONDS,
COVENANTS, CONTRACTS, AGREEMENTS, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER IN
LAW OR IN EQUITY, WHICH AGAINST THE AGENT, THE LENDERS OR ANY OF THEIR
RESPECTIVE AFFILIATES, SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, COUNSEL OR
AGENTS, OR ANY ONE OR MORE OF THEM, THE BORROWER EVER HAD, NOW HAS, OR HEREAFTER
CAN, SHALL OR MAY HAVE FOR OR BY REASON OF ANY CAUSE, MATTER OR THING THAT
OCCURRED OR DID NOT OCCUR ON OR PRIOR TO THE AMENDMENT CLOSING DATE WITH RESPECT
TO THE LOAN AGREEMENT, THIS AMENDMENT OR ANY SECURITY DOCUMENT OR OTHER LOAN
DOCUMENT, ANY PREVIOUS VERSION HEREOF OR THEREOF OR ANY PROPOSED AMENDMENT OR
WAIVER HEREOF OR THEREOF. '
8.
LIMITED NATURE OF AMENDMENTS AND
WAIVERS. THE AMENDMENTS AND WAIVERS SET FORTH HEREIN ARE LIMITED PRECISELY AS
WRITTEN AND SHALL NOT BE DEEMED TO PREJUDICE ANY RIGHT OR RIGHTS WHICH THE AGENT
OR THE LENDERS MAY NOW HAVE OR MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION
WITH THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EXCEPT AS EXPRESSLY
CONSENTED TO HEREIN, THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT AND ALL
OTHER LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT.
9.
THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.
10.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
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MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
11.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS BY THE DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL THE COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
TELECOPIED SIGNATURES HERETO SHALL BE OF THE SAME FORCE AND EFFECT AS AN
ORIGINAL OF A MANUALLY SIGNED COPY.
12.
HEADINGS. THE DESCRIPTIVE HEADINGS OF THE
VARIOUS PROVISIONS OF THIS AMENDMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT BE DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE
PROVISIONS HEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers as of the
date first shown.
BOS(USA) INC., as Agent and as a Lender
By:
Name:
Title:
FIRSTCITY FINANCIAL CORPORATION
By:
Name: James C. Holmes
Title: Senior Vice President
[Signature Page to Amendment