MAKE AN ASSIGNMENT OF ITS RIGHTS
HEREUNDER TO ITS FINANCING SOURCE FOR COLLATERAL SECURITY PURPOSES.
NOTHING IN
THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY
PERSON, OTHER THAN THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, LEGAL
REPRESENTATIVES AND PERMITTED ASSIGNS, ANY RIGHTS, BENEFITS OR REMEDIES OF ANY
NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT, AND NO PERSON SHALL BE
DEEMED A THIRD PARTY BENEFICIARY UNDER OR BY REASON OF THIS AGREEMENT.
14.6
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCE, SHALL BE
DECLARED JUDICIALLY TO BE INVALID, UNENFORCEABLE OR VOID, SUCH DECISION SHALL
NOT HAVE THE EFFECT OF INVALIDATING OR VOIDING THE REMAINDER OF THIS AGREEMENT,
IT BEING THE INTENT AND AGREEMENT OF THE PARTIES THAT THIS AGREEMENT SHALL BE
DEEMED AMENDED BY MODIFYING SUCH PROVISION TO THE EXTENT NECESSARY TO RENDER IT
VALID, LEGAL AND ENFORCEABLE WHILE PRESERVING ITS INTENT OR, IF SUCH
MODIFICATION IS NOT POSSIBLE, BY SUBSTITUTING THEREFOR ANOTHER PROVISION THAT IS
VALID, LEGAL AND ENFORCEABLE AND THAT ACHIEVES THE SAME OBJECTIVE.
14.7
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE CONFIDENTIALITY
AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, AND THE DOCUMENTS AND INSTRUMENTS
EXECUTED AND DELIVERED IN CONNECTION HEREWITH) CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, AMONG THE PARTIES OR ANY OF THEM WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND THERE ARE NO REPRESENTATIONS, UNDERSTANDINGS OR AGREEMENTS RELATING
TO
37
THE SUBJECT MATTER HEREOF THAT ARE NOT FULLY EXPRESSED IN THIS AGREEMENT AND THE
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH.
ALL
EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT ARE EXPRESSLY MADE A PART OF,
AND INCORPORATED BY REFERENCE INTO, THIS AGREEMENT.
14.8
SCHEDULES.
NOTHING IN THE SCHEDULES IS INTENDED TO BROADEN THE
SCOPE OF ANY REPRESENTATION OR WARRANTY CONTAINED IN THE AGREEMENT OR TO CREATE
ANY COVENANT UNLESS CLEARLY SPECIFIED TO THE CONTRARY HEREIN.
ANY DISCLOSURE ON
ONE SCHEDULE SHALL BE DEEMED TO BE DISCLOSED ON ALL SCHEDULES AND UNDER THE
AGREEMENT.
INCLUSION OF ANY ITEM IN THE SCHEDULES (A) SHALL BE DEEMED TO BE
DISCLOSURE OF SUCH ITEM ON ALL SCHEDULES AND UNDER THE AGREEMENT, (B) DOES NOT
REPRESENT A DETERMINATION THAT SUCH ITEM IS MATERIAL NOR SHALL IT BE DEEMED TO
ESTABLISH A STANDARD OF MATERIALITY, (C) DOES NOT REPRESENT A DETERMINATION THAT
SUCH ITEM DID NOT ARISE IN THE ORDINARY COURSE OF BUSINESS, (D) DOES NOT
REPRESENT A DETERMINATION THAT THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT
REQUIRE THE CONSENT OF THIRD PARTIES AND (E) SHALL NOT CONSTITUTE, OR BE DEEMED
TO BE, AN ADMISSION TO ANY THIRD PARTY CONCERNING SUCH ITEM.
THE SCHEDULES
INCLUDE DESCRIPTIONS OF INSTRUMENTS OR BRIEF SUMMARIES OF CERTAIN ASPECTS OF THE
COMPANY AND ITS BUSINESS AND OPERATIONS.
THE DESCRIPTIONS AND BRIEF SUMMARIES
ARE NOT NECESSARILY COMPLETE AND ARE PROVIDED IN THE SCHEDULES TO IDENTIFY
DOCUMENTS OR OTHER MATERIALS PREVIOUSLY