WAIVE, NEGOTIATE, DISCUSS, OR TAKE OR REFRAIN FROM TAKING ANY ACTION PERMITTED
UNDER THE LOAN DOCUMENTS WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR DEFAULT OR
ANY OTHER PROVISION OF THE LOAN DOCUMENTS, AND (X) ALL LENDER PARTIES HAVE
RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS SECTION IN DECIDING
TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.
(C)
JOINT ACKNOWLEDGMENT.
THIS WRITTEN
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES 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.
SECTION 10.2.
SURVIVAL OF AGREEMENTS; CUMULATIVE
NATURE.
EXCEPT FOR REPRESENTATIONS AND WARRANTIES GIVEN AS OF A SPECIFIED DATE,
ALL OF RESTRICTED PERSONS' VARIOUS REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS IN THE LOAN DOCUMENTS SHALL SURVIVE THE EXECUTION AND
64
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE PERFORMANCE
HEREOF AND THEREOF, INCLUDING THE MAKING OR GRANTING OF THE LOANS AND THE
DELIVERY OF THE NOTES AND THE OTHER LOAN DOCUMENTS, AND SHALL FURTHER SURVIVE
UNTIL ALL OF THE OBLIGATIONS ARE PAID IN FULL TO EACH LENDER PARTY AND ALL OF
LENDER PARTIES' OBLIGATIONS TO BORROWER ARE TERMINATED.
ALL STATEMENTS AND
AGREEMENTS CONTAINED IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY ANY
RESTRICTED PERSON TO ANY LENDER PARTY UNDER ANY LOAN DOCUMENT SHALL BE DEEMED
REPRESENTATIONS AND WARRANTIES BY BORROWER OR AGREEMENTS AND COVENANTS OF
BORROWER UNDER THIS AGREEMENT.
THE REPRESENTATIONS, WARRANTIES, INDEMNITIES,
AND COVENANTS MADE BY RESTRICTED PERSONS IN THE LOAN DOCUMENTS, AND THE RIGHTS,
POWERS, AND PRIVILEGES GRANTED TO LENDER PARTIES IN THE LOAN DOCUMENTS, ARE
CUMULATIVE, AND, EXCEPT FOR EXPRESSLY SPECIFIED WAIVERS AND CONSENTS, NO LOAN
DOCUMENT SHALL BE CONSTRUED IN THE CONTEXT OF ANOTHER TO DIMINISH, NULLIFY, OR
OTHERWISE REDUCE THE BENEFIT TO ANY LENDER PARTY OF ANY SUCH REPRESENTATION,
WARRANTY, INDEMNITY, COVENANT, RIGHT, POWER OR PRIVILEGE.
IN PARTICULAR AND
WITHOUT LIMITATION, NO EXCEPTION SET OUT IN THIS AGREEMENT TO ANY
REPRESENTATION, WARRANTY, INDEMNITY, OR COVENANT HEREIN CONTAINED SHALL APPLY TO
ANY SIMILAR REPRESENTATION, WARRANTY, INDEMNITY, OR COVENANT CONTAINED IN ANY
OTHER LOAN DOCUMENT, UNLESS THE LOAN DOCUMENTS SHALL EXPRESSLY PROVIDE THAT SUCH
EXCEPTION SHALL APPLY TO SUCH SIMILAR REPRESENTATION, WARRANTY, INDEMNITY, OR
COVENANT.
SECTION 10.3.
NOTICES.
ALL NOTICES, REQUESTS,
CONSENTS, DEMANDS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED UNDER ANY LOAN
DOCUMENT SHALL BE IN WRITING, UNLESS OTHERWISE SPECIFICALLY PROVIDED IN SUCH
LOAN DOCUMENT (PROVIDED THAT AGENT MAY GIVE TELEPHONIC NOTICES TO THE OTHER
LENDER PARTIES), AND SHALL BE DEEMED SUFFICIENTLY GIVEN OR FURNISHED IF
DELIVERED BY PERSONAL DELIVERY, BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION,
BY DELIVERY SERVICE WITH PROOF OF DELIVERY, OR BY REGISTERED OR CERTIFIED UNITED
STATES MAIL, POSTAGE PREPAID, TO BORROWER AND RESTRICTED PERSONS AT THE ADDRESS
OF BORROWER SPECIFIED ON THE SIGNATURE PAGES HERETO AND TO EACH LENDER PARTY AT
ITS ADDRESS SPECIFIED ON SCHEDULE 3.1 HERETO (UNLESS CHANGED BY SIMILAR NOTICE
IN WRITING GIVEN BY THE PARTICULAR PERSON WHOSE ADDRESS IS TO