THE
OTHER LOAN DOCUMENTS SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT.
6.
NO CLAIMS; WAIVER.
THE BORROWER
ACKNOWLEDGES, CONFIRMS AND AGREES THAT, AS OF THE DATE HEREOF, THE BORROWER HAS
NO KNOWLEDGE OF ANY OFFSETS, DEFENSES, CLAIMS OR COUNTERCLAIMS AGAINST THE
LENDER WITH RESPECT TO, UNDER OR RELATING TO THE OBLIGATIONS, THE LOAN
DOCUMENTS, OR THE
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TRANSACTIONS CONTEMPLATED THEREIN, AND, TO THE EXTENT THAT THE BORROWER HAS OR
HAS EVER HAD ANY SUCH OFFSETS, DEFENSES, CLAIMS OR COUNTERCLAIMS ARISING ON OR
BEFORE THE DATE HEREOF, THE BORROWER HEREBY SPECIFICALLY WAIVES AND RELEASES ANY
AND ALL RIGHTS TO SUCH OFFSETS, DEFENSES, CLAIMS OR COUNTERCLAIMS.
7.
BINDING AGREEMENT.
THE TERMS AND
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
8.
MULTIPLE COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL AND TOGETHER WHICH SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
9.
GOVERNING LAW; SEALED INSTRUMENT.
THIS
AGREEMENT SHALL BE CONSTRUED, GOVERNED, AND ENFORCED PURSUANT TO THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS, AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
of the parties hereto as of the date first above written.
BORROWER:
OVERSTOCK.COM, INC.
By:
/s/David K. Chidester
Name:
David K. Chidester
Title:
CFO - SVP Finance
LENDER:
WELLS FARGO RETAIL FINANCE, LLC
By:
/s/ William Chan
Name:
William Chan
Title:
Vice President