Amended and Restated Promissory Note dated December 14, 2018. The Note shall be in substantially the form ofExhibit A attached hereto. The Bank shall record the date and amount of each Revolving Loan in a loan account maintained by the Bank for the Facility and the Bank’s records with respect to such loan account shall, absent manifest error, be conclusive and binding.
Exhibit A to the Letter Agreement, entitled “Form of Amended and Restated Promissory Note,” is hereby amended and restated by deleting Exhibit A to the Letter Agreement and replacing it with Exhibit A hereto.
The Bank and the Company hereby acknowledge and agree that except as provided in this First Modification, the Letter Agreement, the Note and all other documents executed in connection therewith remain in full force and effect and have not been modified or amended in any respect, it being the intention of Bank and the Company that this First Modification and the Letter Agreement be read, construed and interpreted as one and the same instrument.
This First Modification and the Letter Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof. Neither this First Modification, the Letter Agreement nor any provision hereof and thereof may be changed, waived, discharged, modified, or terminated orally, but only by an instrument in writing signed by the parties required to be a party thereto pursuant to the Letter Agreement.
This First Modification may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this First Modification by telecopier, facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart of this First Modification. The signature of any party on this First Modification by telecopier, facsimile or other electronic means is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, any telecopier, facsimile or other electronic signature is to bere-executed in original form by the party which executed the telecopier, facsimile or other electronic signature. No party raise the use of a telecopier, facsimile or other electronic signature, or the fact that any signature was transmitted through the use of a telecopier, facsimile machine or other electronic means, as a defense to the enforcement of this First Modification.
This First Modification shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Connecticut.
Please confirm the Company’s acceptance of this First Modification by signing and returning to us the enclosed copy of this First Modification.
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