modified. This Tenth Amendment is
part of the Loan Agreement and constitutes a Financing Agreement thereunder.
13. All covenants, agreements, representations and warranties contained herein
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors and assigns, except that Borrower shall not have the right
to assign its rights hereunder or any interest herein without the prior written
consent of Lender.
14. This Tenth Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed, shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns, and all of which taken together shall
constitute one and the same agreement. Any manually-executed signature page to
this Tenth Amendment delivered by a party by facsimile or other electronic
transmission shall be deemed to be an original signature hereto.
15. Borrower agrees to take such further actions as Lender shall reasonably
request from time to time in connection herewith to evidence or give effect to
the amendments set forth herein or any of the transactions contemplated hereby.
16. This Tenth Amendment shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Florida, without giving effect to its
conflict of law principles.
17. BORROWER HEREBY RELEASES AND FOREVER DISCHARGES LENDER AND EACH AND EVERY
ONE OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, LEGAL COUNSEL,
AGENTS, PARENTS, SUBSIDIARIES AND AFFILIATES, AND PERSONS EMPLOYED OR ENGAGED BY
THEM, WHETHER PAST OR PRESENT (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"LENDER RELEASEES"), OF AND FROM ALL ACTIONS, AGREEMENTS, DAMAGES,
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JUDGMENTS, CLAIMS, COUNTERCLAIMS, AND DEMANDS WHATSOEVER, LIQUIDATED OR
UNLIQUIDATED, CONTINGENT OR FIXED, DETERMINED OR UNDETERMINED, AT LAW OR IN
EQUITY, WHICH BORROWER, HAD, NOW HAS, OR MAY HAVE AGAINST THE LENDER RELEASEES,
OR ANY OF THEM, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER
TO THE DATE OF THIS TENTH AMENDMENT, WHETHER ARISING OUT OF, RELATED TO OR
PERTAINING TO THE OBLIGATIONS, THE FINANCING AGREEMENTS, OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, THE NEGOTIATION, CLOSING, ADMINISTRATION, AND
FUNDING OF THE OBLIGATIONS OR THE FINANCING AGREEMENTS. BORROWER ACKNOWLEDGES
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS TENTH
AMENDMENT AND THIS PROVISION SHALL SURVIVE PAYMENT IN FULL OF ALL OBLIGATIONS
AND TERMINATION OF ALL FINANCING AGREEMENTS.
18. LENDER AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TENTH
AMENDMENT OR THE LOAN AGREEMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENT
EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS TENTH
AMENDMENT.
[Remainder of page intentionally left blank;
signatures begin on following page.]
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IN WITNESS WHEREOF, the parties hereto have