will provide
adequate relief to the Lender, and further agrees that the Lender shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.
12.10 Existence of Event of Default.
For avoidance of doubt, the Lender and the
Obligors agree that the rights and remedies of the Lender referred to in this
Section 12 shall be in effect only upon the occurrence and during the
continuation of an Event of Default.
Section 13. MISCELLANEOUS.
13.1 Obligations Absolute.
None of the following shall affect the Obligations
of the Obligors to the Lender under this Agreement or the Lender's rights with
respect to the Collateral:
(a) acceptance or retention by the Lender of other property or any interest in
property as security for the Obligations;
(b) release by the Lender of all or any part of the Collateral or of any party
liable with respect to the Obligations;
(c) release, extension, renewal, modification or substitution by the Lender of
the Note, or any note evidencing any of the Obligations, or the compromise of
the liability of any guarantor of the Obligations; or
(d) failure of the Lender to resort to any other security or to pursue the
Obligors or any other obligor liable for any of the Obligations before resorting
to remedies against the Collateral.
13.2 ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (A) ARE
VALID, BINDING, AND ENFORCEABLE AGAINST THE OBLIGORS AND THE LENDER IN
ACCORDANCE WITH THEIR RESPECTIVE PROVISIONS AND NO CONDITIONS EXIST AS TO THEIR
LEGAL EFFECTIVENESS; (B) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF; AND (C) ARE THE FINAL
EXPRESSION OF THE INTENTIONS OF THE OBLIGORS AND THE LENDER.
NO PROMISES,
EITHER EXPRESSED OR IMPLIED, EXIST BETWEEN THE OBLIGORS AND THE LENDER, UNLESS
CONTAINED HEREIN OR THEREIN.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, SUPERSEDES ALL NEGOTIATIONS, REPRESENTATIONS, WARRANTIES,
COMMITMENTS, TERM SHEETS, DISCUSSIONS, NEGOTIATIONS, OFFERS OR CONTRACTS (OF ANY
KIND OR NATURE, WHETHER ORAL OR WRITTEN) PRIOR TO OR CONTEMPORANEOUS WITH THE
EXECUTION HEREOF WITH RESPECT TO ANY MATTER, DIRECTLY OR INDIRECTLY RELATED TO
THE
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TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE THE RESULT OF NEGOTIATIONS AMONG THE LENDER, THE
OBLIGORS AND THE OTHER PARTIES THERETO, AND HAVE BEEN REVIEWED (OR HAVE HAD THE
OPPORTUNITY TO BE REVIEWED) BY COUNSEL TO ALL SUCH PARTIES, AND ARE THE PRODUCTS
OF ALL PARTIES.
ACCORDINGLY, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
NOT BE CONSTRUED MORE STRICTLY AGAINST THE LENDER MERELY BECAUSE OF THE LENDER'S
INVOLVEMENT IN THEIR PREPARATION. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.
13.3 Amendments; Waivers.
No delay on the part of the Lender in the exercise of
any right, power or remedy shall operate as a waiver thereof, nor shall any
single or partial exercise by the Lender of any right,