Common use of SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT Clause in Contracts

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note may be relied upon by any subsequent holder of any such Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either Constituent Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the such Constituent Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Subsidiary Guaranty Agreement embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note through the payment or prepayment in full thereof, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon upon, by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Note Guaranty embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Parent or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company Parent or the Issuer Issuer, as the case may be, under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the related Notesother Note Documents, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, the other Note Documents and the Notes Commitment Letter embody the entire agreement and understanding between the Purchasers, the Company among each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser you of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser you or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Obligors or the Issuer HIL pursuant to this Agreement shall be deemed representations and warranties of the Company Obligors or HIL, as the Issuer case may be, under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company you and the Issuer Obligors and HIL and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any Obligor and any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings (written or oral) relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Parent or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company Parent or the Issuer Issuer, as the case may be, under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Affiliate Guaranties embody the entire agreement and understanding between each Purchaser and the Purchasers, the Company Parent and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any each Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Purchasers and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder Holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder Holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company made as of the date of delivery of such certificate or the Issuer other instrument (except as otherwise provided therein) under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Credit Documents embody the entire agreement and understanding between the Purchasers, each Purchaser and the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any Obligor and any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings (written or oral) relating to the subject matter hereof.. Table of Contents

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any each Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Guarantees embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either a Constituent Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Constituent Companies under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Subsidiary Guaranty Agreement embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon upon, as made on the date of the applicable Closing, by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this AgreementAgreement made as of the date provided. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Note Guaranty embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Note Documents embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Transaction Entities pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Transaction Entities under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Transaction Entities and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guarantee embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any Credit Document shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Borrower pursuant to this Agreement and the Common Terms Agreement shall be deemed representations and warranties of the Company or the Issuer Borrower under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Credit Documents embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the related Notesother Financing Agreements, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this any Financing Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this such Financing Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Financing Agreements embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Parent pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Parent under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, each Purchaser and the Company and the Issuer Parent, and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related NotesNote Documents, the purchase or transfer by any Purchaser Holder of any such Secured Note or portion thereof or interest therein and the payment of any Note Secured Note, and may be relied upon by any subsequent holder Holder of any such a Secured Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer each Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer each Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Note Documents embody the entire agreement and understanding between the Purchasers, the Company each Holder and the Issuer each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Issuers pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Issuers under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the Pledge Agreement, the Intercreditor Agreement and the related Notes, the purchase or transfer by any Purchaser you of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser you or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Obligors pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement, the Pledge Agreement, the Intercreditor Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company you and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the related Notesother Financing Documents, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement any Financing Document shall be deemed representations and warranties of the Company or the Issuer Issuers under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Financing Documents embody the entire agreement and understanding between the Purchasers, the Company among each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Obligors pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Oaktree Capital Management, L.P. Note and Guaranty Agreement Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed to be representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Note Documents embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notesother Related Documents, the purchase or transfer by any Purchaser a holder of any Note or Warrant of such Note or Warrant or portion thereof or interest therein and the payment of any Note or the exercise of any Warrant, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Borrower or the Issuer Company pursuant to this Agreement shall be deemed representations and warranties of the Company Borrower or the Issuer Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Related Documents embody the entire agreement and understanding between the Purchasers, Purchasers and the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Issuers pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Issuers under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes or any other Note Document embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the each Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent beneficial holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other beneficial holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Borrower pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Borrower under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Borrower and supersede all prior agreements and understandings relating to the subject matter hereofhereof whether written or oral.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranty embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note the Notes or portion thereof or interest therein and the payment of any Note Notes, and may be relied upon by any subsequent holder of any such Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Credit Parties pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Credit Parties under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Purchaser and the Issuer Credit Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Transaction Documents embody the entire agreement and understanding between the PurchasersPrudential, the Company each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser Notheholder of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser Noteholder or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Issuer or the Issuer Company pursuant to this Agreement shall be deemed representations and warranties of the Company Issuer or the Issuer Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Noteholders and the Issuer and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any Lineage Logistics, LLC Note Purchase Agreement subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company among each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser Noteholder or subsequent holder of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser Noteholder or any other subsequent holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Noteholders and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note may Note, and may, in good faith, be relied upon as made on the date of such Closing by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement, made as of the date therein provided. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between the Purchasers, each Purchaser and the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related NotesNote Documents, the purchase or transfer by any Purchaser Holder of any such Subordinated Note or portion thereof or interest therein and the payment of any Note Subordinated Note, and may be relied upon by any subsequent holder Holder of any such a Subordinated Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer each Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer each Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Note Documents embody the entire agreement and understanding between the Purchasers, the Company each Holder and the Issuer each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the related Notesother Note Documents, the purchase or transfer by any Purchaser each Noteholder of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder Holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser Noteholder or any other holder Holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between among the PurchasersNoteholders, the Company Collateral Agent and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations representa­tions and warranties contained warran­ties con­tained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser you of any such Note or portion por­tion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation investi­gation made at any time by or on behalf of any Purchaser you or any other holder of any such a Note. All statements contained state­ments con­tained in any certificate certifi­cate or other instrument delivered de­livered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding preced­ing sentence, this Agreement Agree­ment and the Notes embody the entire agreement and understanding under­standing between the Purchasers, the Company you and the Issuer Com­pany and supersede all prior agreements agree­ments and understandings under­standings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser or subsequent holder of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other subsequent holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Purchasers and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note may be relied upon by any subsequent holder of any such Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, Purchasers and the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser you pursuant to the terms of this Agreement of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser you or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of either the Company or the Issuer Parent pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such party under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you on the Purchasers, one hand and the Company and the Issuer Parent on the other hand and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser Holder of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder Holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such NoteHolder. All statements contained in any certificate or other instrument delivered by or on [EXECUTION COPY] behalf of the Company or the Issuer each Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer each Obligor under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between the Purchasers, the Company each Holder and the Issuer each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer Obligors pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.. Xxxxxxx Xxxxxxx Xxxxxxxxxx, L.P. Note and Guaranty Agreement

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this any Financing Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this such Financing Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Agreements embody the entire agreement and understanding between the Purchasers, the Company each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Purchasers and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder Holder of any such a Note, regardless of any investigation made at any time by or on behalf of any such Purchaser or any other holder Holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Note Purchase Documents embody the entire agreement and understanding between the Purchasers, each Purchaser and the Company and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note Note, and may be relied upon by any subsequent holder of any such a Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder of any such a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers, the Company Purchasers and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.