include the plural and the plural the singular, and the use of any gender
shall be applicable to all genders.
24.
Captions. The captions, headings, and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit,
amplify, or modify the terms and provisions hereof.
25.
No Third Party Beneficiary. Borrower and Guarantor
acknowledge and agree that the acceptance by Lender of title to the Project
under the terms of this Agreement and the assignment to Lender of the contracts
and agreements related to the Project shall not create any obligations on the
part of Lender to third parties that have claims of any kind whatsoever against
Borrower or Guarantor relating to the Project or otherwise, and Lender does not
assume or agree to discharge any liabilities of Borrower or Guarantor relating
to the Project which occurred prior to the Effective Date.
26.
APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS AND THE LAWS OF THE UNITED STATES
APPLICABLE TO TRANSACTIONS WITHIN SUCH STATE.
27.
Advice of Counsel. EACH OF BORROWER AND GUARANTOR
ACKNOWLEDGES AND AGREES THAT (A) BORROWER AND GUARANTOR HAVE EACH CAREFULLY
READ, AND EACH UNDERSTANDS, ALL OF THE TERMS OF THIS AGREEMENT; (B) EACH OF
BORROWER AND GUARANTOR HAS EXECUTED THIS AGREEMENT VOLUNTARILY, FREELY AND OF
ITS OWN INITIATIVE, AFTER HAVING CONSULTED WITH ITS INDEPENDENT LEGAL COUNSEL
AND AFTER HAVING HAD ALL OF THE TERMS OF THIS AGREEMENT EXPLAINED BY ITS
INDEPENDENT LEGAL COUNSEL; (C) THE WAIVERS AND RELEASES CONTAINED IN THIS
AGREEMENT HAVE BEEN INTENTIONALLY, INTELLIGENTLY, KNOWINGLY AND VOLUNTARILY
AGREED TO; (D) THE WAIVERS AND RELEASES CONTAINED IN THIS AGREEMENT HAVE BEEN
AGREED TO WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES, INCLUDING
FULL KNOWLEDGE OF THE SPECIFIC NATURE OF ANY RIGHTS OR DEFENSES WHICH EACH HAS
AGREED TO WAIVE OR RELEASE PURSUANT TO THIS AGREEMENT; (E) EACH HAS HAD A FULL
AND ADEQUATE OPPORTUNITY TO NEGOTIATE THE TERMS CONTAINED IN THIS AGREEMENT AND
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY ARE NOT THE RESULT OF
FRAUD, DURESS OR UNDUE INFLUENCE; (F) EACH IS EXPERIENCED IN AND FAMILIAR WITH
TRANSACTIONS OF THE TYPE EVIDENCED BY THIS AGREEMENT; AND (G) THE WAIVERS AND
RELEASES CONTAINED IN THIS AGREEMENT ARE MATERIAL INDUCEMENTS TO LENDER'S
EXECUTION OF THIS AGREEMENT, AND LENDER
15
HAS RELIED ON SUCH WAIVERS AND RELEASES IN ENTERING INTO THIS AGREEMENT AND WILL
CONTINUE TO RELY ON SUCH WAIVERS AND RELEASES IN ANY RELATED FUTURE DEALINGS
WITH BORROWER OR GUARANTOR.
28.
No Oral Agreements. THIS AGREEMENT AND THE ATTACHMENTS AND
EXHIBITS HERETO REPRESENT THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING 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 UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.