AND BECOME VESTED WITH ALL RIGHTS, POWERS, PRIVILEGES, AND DUTIES OF
THE LENDER HEREUNDER AND THE LENDER SHALL THEREUPON BE DISCHARGED AND RELIEVED
FROM ITS DUTIES AND OBLIGATIONS HEREUNDER.
47
14-3.
SEVERABILITY.
ANY DETERMINATION THAT ANY PROVISION OF THIS
AGREEMENT OR ANY APPLICATION THEREOF IS INVALID, ILLEGAL, OR UNENFORCEABLE IN
ANY RESPECT IN ANY INSTANCE SHALL NOT AFFECT THE VALIDITY, LEGALITY, OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER INSTANCE, OR THE VALIDITY,
LEGALITY, OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT.
14-4.
AMENDMENTS, COURSE OF DEALING.
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS INCORPORATE ALL
DISCUSSIONS AND NEGOTIATIONS BETWEEN THE BORROWERS AND THE LENDER, EITHER
EXPRESS OR IMPLIED, CONCERNING THE MATTERS INCLUDED HEREIN AND IN SUCH OTHER
INSTRUMENTS, ANY CUSTOM, USAGE, OR COURSE OF DEALINGS TO THE CONTRARY
NOTWITHSTANDING. NO SUCH DISCUSSIONS, NEGOTIATIONS, CUSTOM, USAGE, OR COURSE OF
DEALINGS SHALL LIMIT, MODIFY, OR OTHERWISE AFFECT THE PROVISIONS THEREOF. NO
FAILURE BY THE LENDER TO GIVE NOTICE TO THE BORROWERS OF THE BORROWERS' HAVING
FAILED TO OBSERVE AND COMPLY WITH ANY WARRANTY OR COVENANT INCLUDED IN ANY LOAN
DOCUMENT SHALL CONSTITUTE A WAIVER OF SUCH WARRANTY OR COVENANT OR THE AMENDMENT
OF THE SUBJECT LOAN DOCUMENT. NO CHANGE MADE BY THE LENDER IN THE MANNER BY
WHICH AVAILABILITY IS DETERMINED SHALL OBLIGATE THE LENDER TO CONTINUE TO
DETERMINE AVAILABILITY IN THAT MANNER.
(B)
THE BORROWERS MAY UNDERTAKE ANY ACTION OTHERWISE PROHIBITED
HEREBY, AND MAY OMIT TO TAKE ANY ACTION OTHERWISE REQUIRED HEREBY, UPON AND WITH
THE EXPRESS PRIOR WRITTEN CONSENT OF THE LENDER. NO CONSENT, MODIFICATION,
AMENDMENT, OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT SHALL BE EFFECTIVE
UNLESS EXECUTED IN WRITING BY OR ON BEHALF OF THE PARTY TO BE CHARGED WITH SUCH
MODIFICATION, AMENDMENT, OR WAIVER (AND IF SUCH PARTY IS THE LENDER, THEN BY A
DULY AUTHORIZED OFFICER THEREOF). ANY MODIFICATION, AMENDMENT, OR WAIVER
PROVIDED BY THE LENDER SHALL BE IN RELIANCE UPON ALL REPRESENTATIONS AND
WARRANTIES THERETOFORE MADE TO THE LENDER BY OR ON BEHALF OF THE BORROWERS (AND
ANY GUARANTOR, ENDORSER, OR SURETY OF THE LIABILITIES) AND CONSEQUENTLY MAY BE
RESCINDED IN THE EVENT THAT ANY OF SUCH REPRESENTATIONS OR WARRANTIES WAS NOT
TRUE AND COMPLETE IN ALL MATERIAL RESPECTS WHEN GIVEN.
14-5.
POWER OF ATTORNEY.
IN CONNECTION WITH ALL POWERS OF ATTORNEY
INCLUDED IN THIS AGREEMENT, THE BORROWERS HEREBY GRANTS UNTO THE LENDER FULL
POWER TO DO ANY AND ALL THINGS NECESSARY OR APPROPRIATE IN CONNECTION WITH THE
EXERCISE OF SUCH POWERS AS FULLY AND EFFECTUALLY AS THE BORROWERS MIGHT OR COULD
DO, HEREBY RATIFYING ALL THAT SAID ATTORNEY SHALL DO OR CAUSE TO BE DONE BY
VIRTUE OF THIS AGREEMENT. NO POWER OF ATTORNEY SET FORTH IN THIS AGREEMENT SHALL
BE AFFECTED BY ANY DISABILITY OR INCAPACITY SUFFERED BY THE BORROWERS AND EACH
SHALL SURVIVE THE SAME. ALL POWERS CONFERRED UPON THE LENDER BY THIS AGREEMENT,
BEING COUPLED WITH AN INTEREST, SHALL BE IRREVOCABLE UNTIL THIS AGREEMENT IS
TERMINATED BY A WRITTEN INSTRUMENT EXECUTED BY A DULY AUTHORIZED OFFICER