Common use of Survival of Agreements; Cumulative Nature Clause in Contracts

Survival of Agreements; Cumulative Nature. All of the Issuer’s various representations, warranties, covenants and agreements in the Agreement and the Transaction Documents shall survive the execution and delivery of this Agreement, the other Transaction Documents and the performance hereof and thereof, including the purchase of the Securities and the delivery of the Securities and the Transaction Documents. Except as expressly provided herein, the representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor in the Transaction Documents, and the rights, powers and privileges granted to the Holders in the Transaction Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s Obligated Persons' various representations, warranties, covenants and agreements in the Agreement and the Transaction Loan Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Loan Documents and the performance hereof and thereof, including without limitation the purchase making or granting of the Securities Revolving Loan and the delivery of the Securities Note and the Transaction other Loan Documents, and shall further survive until all of the Obligations are paid in full to BOTW and all of BOTW's obligations to Borrower are terminated. Except as expressly provided herein, the All statements and agreements contained in any certificate or other instrument delivered to BOTW under any Loan Document shall be deemed representations and warranties by Borrower to BOTW and/or agreements and covenants of Borrower under this Agreement. The representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor Obligated Persons in the Transaction Loan Documents, and the rights, powers powers, and privileges granted to the Holders BOTW in the Transaction Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders BOTW of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Loan Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Loan Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s Related Persons' various representations, warranties, covenants and agreements in the Agreement and the Transaction Loan Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Loan Documents and the performance hereof and thereof, including the purchase making or granting of the Securities Loans and the delivery of the Securities Notes and the Transaction other Loan Documents, and shall further survive until all of the Obligations are paid in full to the Lender, Holders, Agent and Collateral Agent and all of the Lenders' obligations to Borrower hereunder are terminated. Except as expressly provided herein, the The representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor Related Persons in the Transaction Loan Documents, and the rights, powers and privileges granted to the Holders Lenders, Holders, Agent and Collateral Agent in the Transaction Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders Lender, Holders, Agent or Collateral Agent of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Loan Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Loan Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s Borrower's and Guarantor's various representations, warranties, covenants and agreements in the Agreement and the Transaction Loan Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Loan Documents and the performance hereof and thereof, including without limitation the purchase making or granting of the Securities Loan and the delivery of the Securities Note and the Transaction other Loan Documents, and shall further survive until all of the Obligations are paid in full to WFBW and all of WFBW's obligations to Borrower are terminated. Except as expressly provided herein, the The representations, warranties, and covenants made by the Issuer and the – 66 – Borrower or Guarantor in the Transaction Loan Documents, and the rights, powers powers, and privileges granted to the Holders WFBW in the Transaction Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders WFBW of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Loan Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Loan Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s and Aurora’s various representations, warranties, covenants and agreements in the Agreement and Agreement, the Transaction Note Documents shall survive the execution and delivery of this Agreement, the other Transaction Note Documents and the performance hereof and thereof, including the purchase of the Securities Notes and the delivery of the Securities Notes and the Transaction Note Documents. Except as expressly provided herein, the representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor in the Transaction Closing Documents, and the rights, powers and privileges granted to the Holders in the Transaction Closing Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Closing Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Closing Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Closing Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s various representations, warranties, indemnities, covenants and agreements in the Agreement and the Transaction Net Profits Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Net Profits Documents and the performance hereof and thereof, including the purchase granting of the Securities Net Profits Interest and the delivery of the Securities and the Transaction DocumentsConveyance. Except as expressly provided herein, the The representations, warranties, indemnities, and covenants made by the Issuer and the – 66 – Guarantor parties in the Transaction Net Profits Documents, and the rights, powers powers, and privileges granted to the Holders parties in the Transaction Net Profits Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Net Profits Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders either 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 warranty, indemnity, or covenant herein contained shall apply to any similar representation, warranty warranty, indemnity, or covenant contained in any other Transaction Net Profits Document, and each such similar representation, warranty warranty, indemnity, or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Net Profits Documents.

Survival of Agreements; Cumulative Nature. The Purchaser may assign and/or transfer its rights and privileges under the Transaction Documents at any time and from time to time; provided that the Purchaser shall remain liable to perform, or cause to be performed, its obligations to the Issuer under the terms of the Transaction Documents. All of the Issuer’s various representations, warranties, covenants and agreements of the Issuer in the Agreement and the Transaction Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Documents and the performance hereof and thereof, including the purchase of the Securities sale and the delivery of the Securities Note and the other Transaction Documents, and shall further survive until all of the Obligations are paid in full to the Purchaser and all of the Purchaser's obligations to the Issuer are terminated. Except as expressly provided herein, the The representations, warranties, warranties and covenants made by the Issuer and the – 66 – Guarantor in the Transaction Documents, and the rights, powers and privileges granted to the Holders Purchaser in the Transaction Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Document shall be construed in the context of another to diminish, nullify, nullify or otherwise reduce the benefit to the Holders Purchaser of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s various representations, warranties, indemnities, covenants and agreements in the Agreement and the Transaction Production Payment Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Production Payment Documents and the performance hereof and thereof, including the purchase granting of the Securities Production Payment and the delivery of the Securities Conveyance and the Transaction DocumentsConveyance Supplements. Except as expressly provided herein, the The representations, warranties, indemnities, and covenants made by the Issuer and the – 66 – Guarantor parties in the Transaction Production Payment Documents, and the rights, powers powers, and privileges granted to the Holders parties in the Transaction Production Payment Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Production Payment Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to the Holders either 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 warranty, indemnity, or covenant herein contained shall apply to any similar representation, warranty warranty, indemnity, or covenant contained in any other Transaction Production Payment Document, and each such similar representation, warranty warranty, indemnity, or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Production Payment Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s Obligated Persons' various representations, warranties, covenants and agreements in the Agreement and the Transaction Loan Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Loan Documents and the performance hereof and thereof, including without limitation the purchase making or granting of the Securities Loan and the delivery of the Securities Note and the Transaction other Loan Documents, and shall further survive until all of the Obligations are paid in full to USB and all of USB's obligations to Borrower are terminated. Except as expressly provided herein, the All statements and agreements contained in any certificate or other instrument delivered to USB under any Loan Document shall be deemed representations and warranties by Borrower to USB and/or agreements and covenants of Borrower under this Agreement. The representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor Obligated Persons in the Transaction Loan Documents, and the rights, powers powers, and privileges granted to the Holders USB in the Transaction Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Loan Document shall be construed in the context of another to diminish, nullify, nullify or otherwise reduce the benefit to the Holders USB of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Transaction Loan Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Loan Documents.

Survival of Agreements; Cumulative Nature. All of the Issuer’s Borrower's various representations, warranties, covenants and agreements in the Agreement and the Transaction Loan Documents shall survive the execution and delivery of this Agreement, Agreement and the other Transaction Loan Documents and the performance hereof and thereof, including without limitation the purchase making or granting of the Securities Loan and the delivery of the Securities Note and the Transaction other Loan Documents, and shall further survive until all of the Secured Indebtedness are paid in full to Lender and all of Lender's obligations to Borrower are terminated. Except as expressly provided herein, the The representations, warranties, and covenants made by the Issuer and the – 66 – Guarantor Borrower in the Transaction Loan Documents, and the rights, powers powers, and privileges granted to the Holders Lender in the Transaction Loan Documents, are cumulative, and, except for expressly specified waivers and consents, no Transaction Loan Document shall be construed in the context of another to implicitly diminish, nullify, or otherwise reduce the benefit to the Holders Lender of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in this Agreement to any representation, warranty or covenant herein contained shall be deemed to apply implicitly to any similar representation, warranty or covenant contained in any other Transaction Loan Document, and each such similar representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Transaction Loan Documents.