9.08
BROKERAGE.
BORROWERS REPRESENT THAT BORROWERS
HAVE NOT COMMITTED LENDER TO THE PAYMENT OF ANY BROKERAGE FEE, COMMISSION OR
CHARGE IN CONNECTION WITH THIS TRANSACTION.
IF ANY SUCH CLAIM IS MADE ON LENDER
BY ANY BROKER, FINDER OR AGENT OR OTHER PERSON, EACH BORROWER HEREBY
INDEMNIFIES, DEFENDS AND SAVES LENDER HARMLESS AGAINST SUCH CLAIM AND FURTHER
WILL DEFEND, WITH COUNSEL SATISFACTORY TO LENDER, ANY ACTION OR ACTIONS TO
RECOVER ON SUCH CLAIM, AT BORROWERS' OWN COST AND EXPENSE, INCLUDING LENDER'S
REASONABLE COUNSEL FEES.
EACH BORROWER FURTHER AGREES THAT UNTIL ANY SUCH CLAIM
OR DEMAND IS ADJUDICATED IN LENDER'S FAVOR, THE AMOUNT DEMANDED SHALL BE DEEMED
AN OBLIGATION OF BORROWERS UNDER THIS AGREEMENT.
9.09
HEADINGS.
THE HEADINGS OF ANY PARAGRAPH OR
SECTION OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE USED TO
INTERPRET ANY PROVISION OF THIS AGREEMENT.
9.10
SURVIVAL.
ALL WARRANTIES, REPRESENTATIONS, AND
COVENANTS MADE BY ANY OR ALL BORROWERS AND/HEREIN, OR IN ANY AGREEMENT REFERRED
TO HEREIN OR ON ANY CERTIFICATE, DOCUMENT OR OTHER INSTRUMENT DELIVERED BY IT OR
ON ITS BEHALF UNDER THIS AGREEMENT, SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON
BY LENDER, AND SHALL SURVIVE THE DELIVERY TO LENDER OF THE REVOLVING NOTE,
REGARDLESS OF ANY INVESTIGATION MADE BY LENDER OR ON ITS BEHALF.
ALL STATEMENTS
IN ANY SUCH CERTIFICATE OR OTHER INSTRUMENT PREPARED AND/OR DELIVERED FOR THE
BENEFIT OF LENDER SHALL CONSTITUTE WARRANTIES AND REPRESENTATIONS BY BORROWERS
HEREUNDER.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL COVENANTS MADE BY
ANY OR ALL BORROWERS HEREUNDER OR UNDER ANY OTHER AGREEMENT OR INSTRUMENT SHALL
BE DEEMED CONTINUING UNTIL ALL OBLIGATIONS ARE SATISFIED IN FULL.
9.11
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH
OF THE PARTIES.
NO BORROWER MAY TRANSFER, ASSIGN OR DELEGATE ANY OF ITS DUTIES
OR OBLIGATIONS HEREUNDER.
9.12
DUPLICATE ORIGINALS.
TWO OR MORE DUPLICATE
ORIGINALS OF THIS AGREEMENT MAY BE SIGNED BY THE PARTIES, EACH OF WHICH SHALL BE
AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS AND BY PDF OR
FACSIMILE SIGNATURE, ALL OF WHICH COUNTERPARTS TAKEN TOGETHER SHALL CONSTITUTE
ONE COMPLETED FULLY EXECUTED DOCUMENT.
9.13
MODIFICATION.
NO MODIFICATION HEREOF OR ANY
AGREEMENT REFERRED TO HEREIN SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING
AND SIGNED BY BORROWERS AND LENDER.
9.14
SIGNATORIES.
EACH INDIVIDUAL SIGNATORY HERETO
REPRESENTS AND WARRANTS THAT HE IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON
BEHALF OF HIS PRINCIPAL AND THAT HE EXECUTES THE AGREEMENT IN SUCH CAPACITY AND
NOT AS A PARTY.
9.15
THIRD PARTIES.
NO RIGHTS ARE INTENDED TO BE
CREATED HEREUNDER, OR UNDER ANY RELATED AGREEMENTS OR DOCUMENTS FOR THE BENEFIT
OF ANY THIRD PARTY DONEE, CREDITOR OR INCIDENTAL BENEFICIARY OF ANY BORROWER.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A DELEGATION TO LENDER
OF ANY BORROWER'S DUTY OF PERFORMANCE, INCLUDING, WITHOUT LIMITATION, SUCH
BORROWER'S DUTIES UNDER ANY ACCOUNT OR CONTRACT WITH ANY OTHER PERSON.