CONFIDENTIALITY AGREEMENT WITH EACH PROSPECTIVE PURCHASER PRIOR TO
DISCLOSING DEBTOR'S CONFIDENTIAL INFORMATION.
24.
CONFLICTS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THE NOTE, IN THE EVENT ANY TERM OR PROVISION OF THIS AGREEMENT IS
INCONSISTENT WITH OR CONFLICTS WITH ANY PROVISION OF THE OTHER LOAN DOCUMENTS,
THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT SHALL BE CONTROLLING.
25.
COUNTERPARTS.
THE LOAN DOCUMENTS MAY BE
SEPARATELY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN
ORIGINAL, BUT ALL OF WHICH, TAKEN TOGETHER, SHALL BE DEEMED TO CONSTITUTE ONE
AND THE SAME INSTRUMENT.
26.
SURVIVAL.
ALL REPRESENTATIONS AND
WARRANTIES MADE IN THE LOAN DOCUMENTS OR IN ANY DOCUMENT, STATEMENT, OR
CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, AND NO INVESTIGATION BY LENDER OR
ANY CLOSING SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF
LENDER TO RELY UPON THEM.
27.
CERTAIN ACKNOWLEDGEMENTS.
DEBTOR HEREBY
ACKNOWLEDGES AND AGREES THAT THERE ARE NO DEFENSES, COUNTERCLAIMS, OFFSETS,
CROSS-COMPLAINTS, CLAIMS OR DEMANDS OF ANY KIND OR NATURE WHATSOEVER TO OR
AGAINST LENDER OR THE TERMS AND PROVISIONS OF OR THE OBLIGATIONS OF DEBTOR UNDER
THE ORIGINAL LOAN AGREEMENTS AND THE OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS
EVIDENCING, SECURING, GOVERNING, GUARANTEEING OR PERTAINING THERETO, AND THAT
DEBTOR HAS NO RIGHT TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM LENDER.
TO THE EXTENT ANY SUCH DEFENSES, COUNTERCLAIMS, OFFSETS,
CROSS-COMPLAINTS, CLAIMS, DEMANDS OR RIGHTS EXIST, DEBTOR HEREBY WAIVES, AND
HEREBY KNOWINGLY AND VOLUNTARILY RELEASES AND FOREVER DISCHARGES LENDER AND ITS
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS, OFFSETS, CROSS-COMPLAINTS, DAMAGES, COSTS, EXPENSES AND
LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUCH WAIVER AND RELEASE BEING
WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH
WAIVER AND RELEASE AND AFTER HAVING CONSULTED LEGAL COUNSEL WITH RESPECT
THERETO.
28.
WAIVER OF RIGHT TO TRIAL BY JURY.
THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT
OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY LENDER IN THE
ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THE LOAN DOCUMENTS.
29.
PATRIOT ACT NOTICE.
LENDER HEREBY NOTIFIES
DEBTOR THAT PURSUANT TO THE REQUIREMENTS OF SECTION 326 OF THE USA PATRIOT ACT
OF 2001, 31 U.S.C. § 5318 (THE "ACT"), THAT LENDER IS REQUIRED TO OBTAIN, VERIFY
AND RECORD INFORMATION THAT IDENTIFIES DEBTOR, WHICH INFORMATION INCLUDES THE
NAME AND ADDRESS OF DEBTOR AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO
IDENTIFY DEBTOR IN ACCORDANCE WITH THE ACT.
30.
DISCLOSURE RELATING TO COLLATERAL PROTECTION
INSURANCE.
AS OF THE DATE OF THIS DISCLOSURE, DEBTOR AND LENDER HAVE OR SHALL
HAVE CONSUMMATED A TRANSACTION PURSUANT TO WHICH LENDER HAS AGREED TO MAKE LOANS
TO DEBTOR.
DEBTOR HAS PLEDGED COLLATERAL TO SECURE THE INDEBTEDNESS IN
ACCORDANCE WITH THE LOAN DOCUMENTS.
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