other Loan Documents including, without limitation, the
Mortgage, Deed of Trust and Security Agreement dated as of July 26, 2007 (as
amended, supplemented or otherwise modified from time to time, the "Mortgage")
and recorded July 27, 2007 under Clerk's Instrument No. 070002627 in the Clerk's
Office for the City of Hopewell, securing the Loan Agreement, and all other
ancillary Loan Documents, shall remain in full force and effect and are
specifically ratified and reaffirmed by the Borrower, except as expressly
modified herein. The Borrower hereby warrants and represents that the execution
of this Limited Waiver and Ninth Amendment shall not in any way impair, alter,
release or adversely affect the first priority lien, deed of trust, and security
interests, position, extent and/or enforceability of the Mortgage lien and deed
of trust as a first priority secured lien, deed of trust and perfected security
interest upon the secured property and collateral described in the Loan
Documents and Mortgage.
Section 7. Release; Covenant not to Sue.
(a) EACH OF THE BORROWER AND RVEP (IN ITS OWN RIGHT AND ON BEHALF OF ITS
OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, ATTORNEYS AND AGENTS) HEREBY
REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT DOES NOT HAVE ANY DEFENSES,
COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS, CLAIMS OR DEMANDS OF ANY KIND OR
NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY SUCH DEFENSES,
COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS, CLAIMS OR DEMANDS THAT CAN BE ASSERTED
(I) TO REDUCE OR ELIMINATE ALL OR ANY PART OF THE OBLIGATIONS OR (II) TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE LENDER OR ANY OF
ITS PREDECESSORS, SUCCESSORS AND ASSIGNS, OFFICERS, EMPLOYEES, INDEPENDENT
CONTRACTORS, ATTORNEYS AND AGENTS (COLLECTIVELY WITH THE LENDER, THE "RELEASED
PARTIES"). EACH OF THE BORROWER AND RVEP HEREBY UNCONDITIONALLY AND IRREVOCABLY,
VOLUNTARILY AND KNOWINGLY WAIVES, REMISES, ACQUITS, AND FULLY AND FOREVER
RELEASES AND DISCHARGES THE RELEASED PARTIES FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, OR EXPENSES, AND LIABILITIES
WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS LIMITED WAIVER AND NINTH
AMENDMENT IS EXECUTED, WHICH THE BORROWER OR RVEP MAY NOW OR HEREAFTER HAVE
AGAINST ANY OF THE RELEASED PARTIES (COLLECTIVELY, THE "RELEASED CLAIMS") AND
IRRESPECTIVE OF WHETHER ANY SUCH RELEASED CLAIMS ARISE OUT OF CONTRACT, TORT,
VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN
DOCUMENTS, AND NEGOTIATION AND EXECUTION OF THIS LIMITED WAIVER AND NINTH
AMENDMENT.
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(b) EACH OF THE BORROWER AND RVEP AGREES NEVER TO COMMENCE, VOLUNTARILY AID IN
ANY WAY, FOMENT, PROSECUTE OR CAUSE TO BE COMMENCED OR PROSECUTED AGAINST ANY OF
THE RELEASED PARTIES ANY ACTION OR OTHER PROCEEDING BASED UPON ANY OF THE
RELEASED CLAIMS WHICH MAY HAVE ARISEN AT ANY TIME ON OR PRIOR TO THE DATE OF
THIS LIMITED WAIVER AND NINTH AMENDMENT AND WERE IN ANY MANNER RELATED TO ANY OF