EFFECT, THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY (AND AFTER IT HAS CONSULTED WITH ITS OWN ATTORNEY) IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT NO CLAIM MAYBE MADE BY THE COMPANY AGAINST THE
LENDER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS,
AGENTS OR INSURERS, OR ANY OF ITS OR THEIR SUCCESSORS AND ASSIGNS, FOR ANY
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY BREACH OR
WRONGFUL CONDUCT (WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED
BY LAW) ARISING OUT OF, OR RELATED TO, THE TRANSACTIONS CONTEMPLATED BY ANY OF
THIS AGREEMENT, THE NOTE, OR ANY OTHER LOAN DOCUMENTS, OR ANY ACT, OMISSION, OR
EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH. IN FURTHERANCE OF THE
FOREGOING, THE COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY
CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR
SUSPECTED TO EXIST IN ITS FAVOR.
12.17
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT, THE NOTE, AND THE
OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG
THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS,
55
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
THE PROVISIONS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE COMPANY IS A PARTY
MAYBE AMENDED OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES
HERETO.
12.18
NO ORAL AGREEMENTS.
THE 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.
THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages Follow]
56
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
COMPANY:
SIRVA MORTGAGE, INC.,
an Ohio corporation
By:
/s/ Paul Klemme
PAUL KLEMME, President
LENDER:
WASHINGTON MUTUAL BANK,
a federal association
By:
/s/ Ben Culver
Name:
Ben Culver
Title:
Vice President
EXHIBITS:
A
-
Advance Request (Single Family Mortgage Loans)
B
-
Existing Company Indebtedness
C
-
Collateral Procedures and Documentation
D
-
Shipping Instructions
E
-
Trust Receipt
F
-
Officer's Certificate
G
-
Subsidiaries
H
-
Litigation
I
-
Trade Names
J
-
Certificate of Corporate Resolutions
K
-
Bailee Letter
L
-
Investors
M
-
Legal Opinion
N
-
Promissory Note
O
-
Lenders, Aggregate Commitment Amount, and Commitment Amount
P
-
Intentionally deleted
Q
-
Form of Assignment and Acceptance