Obligations shall be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.
8.18
WAIVER OF JURY TRIAL.
EACH GRANTOR WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY SECURED PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH SECURED PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE
SECURED PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
8.19
WAIVER OF CONSEQUENTIAL DAMAGES; ETC.
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LEGAL REQUIREMENTS, EACH GRANTOR AGREES THAT IT WILL NOT ASSERT,
AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE ON ANY THEORY OF LIABILITY,
FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT
OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY, ANY LOANS OR THE USE OF THE PROCEEDS THEREOF.
NO INDEMNITEE SHALL BE
LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY
INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH ANY TELECOMMUNICATIONS,
ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
8.20
INTEGRATION.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT OF
THE GRANTORS AND THE SECURED PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO PROMISES, UNDERTAKINGS,
REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR
-33-
REFERRED TO HEREIN.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
MILLER ENERGY RESOURCES, INC.
By: /s/ Scott M. Boruff
Name: Scott M. Boruff
Title:
Chief Executive Officer
MILLER DRILLING, TN LLC
By:
MILLER ENERGY RESOURCES, INC.
Its Sole Member
By: /s/ Scott M. Boruff
Name: Scott M. Boruff
Title:
Chief Executive Officer
MILLER ENERGY SERVICES, LLC
By:
MILLER ENERGY RESOURCES, INC.
Its Sole Manager
By: /s/ Scott M. Boruff
Name: Scott M. Boruff
Title:
Chief Executive Officer
MILLER ENERGY GP, LLC
By:
MILLER ENERGY RESOURCES, INC.
Its Sole Manager
By: /s/ Scott M. Boruff
Name: Scott M. Boruff
Title:
Chief Executive Officer
Signature Page - Guarantee and Collateral Agreement
MILLER RIG & EQUIPMENT, LLC
By:
MILLER ENERGY RESOURCES, INC.
Its Sole Manager