WITHOUT LIMITATION, THE FIFTH AND FOURTEENTH
AMENDMENTS THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL
STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL
HEARING PRIOR TO THE EXERCISE BY AGENT OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO
AGENT, EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE PROVIDED IN
THIS INSTRUMENT OR BY APPLICABLE
E-18
LAW; (C) ACKNOWLEDGES THAT GRANTOR HAS READ THIS INSTRUMENT AND THE OTHER LOAN
DOCUMENTS AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS
INSTRUMENT AND THE OTHER LOAN DOCUMENTS AND THEIR PROVISIONS HAVE BEEN EXPLAINED
FULLY TO GRANTOR AND GRANTOR HAS CONSULTED WITH COUNSEL OF GRANTOR'S CHOICE
PRIOR TO EXECUTING THIS INSTRUMENT; AND (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE
AFORESAID RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND
WILLINGLY BY GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION.
Section 3.19
Claims Against Agent, Lenders and Holders of
Hedge Obligations.
No action at law or in equity shall be commenced, or
allegation made, or defense raised, by Grantor against Agent, the Lenders or any
holder of the Hedge Obligations for any claim under or related to this
Instrument, the Note, the Credit Agreement, the Guaranty or any other
instrument, document, transfer, conveyance, assignment or loan agreement given
by Grantor with respect to the Secured Obligations secured hereby, or related to
the conduct of the parties thereunder, unless written notice of such claim shall
have been given to Agent.
Section 3.20
[Intentionally Omitted].
Section 3.21
Indemnification; Waiver of Offset.
(a)
The provisions of Section 10.7 of the Credit Agreement are
incorporated herein by reference and shall be applied mutatis mutandis;
provided, however, for the purposes of this Instrument, the word "Borrower" in
the in Section 10.7 of the Credit Agreement shall be construed to mean Grantor.
(b)
SUBJECT TO THE TERMS OF THE CREDIT AGREEMENT, ALL SUMS PAYABLE BY
GRANTOR HEREUNDER SHALL BE PAID WITHOUT NOTICE (EXCEPT AS MAY OTHERWISE BE
PROVIDED HEREIN OR IN THE CREDIT AGREEMENT), DEMAND, COUNTERCLAIM, SETOFF,
DEDUCTION OR DEFENSE AND WITHOUT ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION OR
REDUCTION, AND THE SECURED OBLIGATIONS AND LIABILITIES OF GRANTOR HEREUNDER
SHALL IN NO WAY BE RELEASED, DISCHARGED OR OTHERWISE AFFECTED BY REASON OF:
(I) ANY DAMAGE TO OR DESTRUCTION OF OR ANY CONDEMNATION OR SIMILAR TAKING OF THE
PROPERTY OR ANY PART THEREOF; (II) ANY RESTRICTION OR PREVENTION OF OR
INTERFERENCE WITH ANY USE OF THE PROPERTY OR ANY PART THEREOF; (III) ANY TITLE
DEFECT OR ENCUMBRANCE OR ANY EVICTION FROM THE LAND OR THE IMPROVEMENTS ON THE
LAND OR ANY PART THEREOF BY TITLE PARAMOUNT OR OTHERWISE; (IV) ANY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, COMPOSITION, ADJUSTMENT, DISSOLUTION, LIQUIDATION,
OR OTHER LIKE PROCEEDING RELATING TO AGENT, THE LENDERS OR ANY HOLDER OF THE
HEDGE OBLIGATIONS, OR ANY ACTION TAKEN WITH RESPECT TO THIS INSTRUMENT BY
[AGENT] OR [ANY TRUSTEE] OR BY ANY RECEIVER OF AGENT, OR BY ANY COURT, IN SUCH
PROCEEDING; (V) ANY CLAIM WHICH GRANTOR HAS, OR MIGHT HAVE,