RESPECT TO AN AMENDMENT
OR MODIFICATION, AN ELECTRONIC MEDIUM.
A NOTICE SHALL BE DEEMED TO HAVE BEEN
GIVEN: IN THE CASE OF HAND DELIVERY, AT THE TIME OF DELIVERY; IN THE CASE OF
REGISTERED OR CERTIFIED MAIL, WHEN DELIVERED OR THREE BUSINESS DAYS AFTER
MAILING; IN THE CASE OF OVERNIGHT DELIVERY AND FACSIMILE TRANSMISSION, ON THE
BUSINESS DAY AFTER THE SAME WAS SENT; OR IN THE CASE OF ELECTRONIC MEDIUM, WHEN
CONFIRMED BY E-MAIL.
A PARTY RECEIVING A NOTICE WHICH DOES NOT COMPLY WITH THE
TECHNICAL REQUIREMENTS FOR NOTICE UNDER THIS SECTION 9.6 MAY ELECT TO WAIVE ANY
DEFICIENCIES AND TREAT THE NOTICE AS HAVING BEEN PROPERLY GIVEN.
DELIVERY BY
TELECOPIER OF AN EXECUTED COUNTERPART OF ANY AMENDMENT OR WAIVER OF ANY
PROVISION OF THIS AGREEMENT OR THE NOTES OR OF ANY EXHIBIT HERETO TO BE EXECUTED
AND DELIVERED HEREUNDER SHALL BE EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED
COUNTERPART THEREOF.
SECTION 9.7.
TRIAL BY JURY.
BORROWER, TO THE
FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT
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BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN
DOCUMENTS.
SECTION 9.8.
HEADINGS.
THE ARTICLE AND
SECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER
PURPOSE.
SECTION 9.9.
ASSIGNMENT.
(A)
BORROWER MAY NOT SELL, ASSIGN OR TRANSFER
ANY INTEREST IN THE LOAN DOCUMENTS, OR ANY PORTION OF THE FOREGOING (INCLUDING,
WITHOUT LIMITATION, BORROWER'S RIGHTS, TITLE, INTERESTS, REMEDIES, POWERS AND
DUTIES HEREUNDER AND THEREUNDER) WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
LENDER
SHALL HAVE THE RIGHT TO ASSIGN OR PARTICIPATE THIS AGREEMENT AND/OR ITS INTEREST
IN ANY OF THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS HEREUNDER TO ANY PERSON.
IN THE EVENT OF AN ASSIGNMENT BY LENDER, (A) THE ASSIGNEE SHALL HAVE, TO THE
EXTENT OF SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS AND OBLIGATIONS AS IT WOULD
HAVE IF IT WERE AN ORIGINAL "LENDER" HEREUNDER; (B) THE ASSIGNEE SHALL BE DEEMED
FOR ALL PURPOSES TO BE A "LENDER" HEREUNDER; AND (C) UPON ANY SUCH SUBSTITUTION
OF LENDER, A REPLACEMENT OR ADDITION "LENDER SIGNATURE PAGE" SHALL BE EXECUTED
BY THE NEW LENDER AND ATTACHED TO THIS AGREEMENT AND THEREUPON BECOME A PART OF
THIS AGREEMENT.
AFTER THE EFFECTIVENESS OF ANY ASSIGNMENT, THE NEW LENDER SHALL
PROVIDE NOTICE TO BORROWER OF THE IDENTITY, ADDRESS AND OTHER PERTINENT
INFORMATION PERTAINING TO THE NEW LENDER.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, AFTER AN ASSIGNMENT BY LENDER, THE "LENDER" (PRIOR TO
SUCH ASSIGNMENT) SHALL CONTINUE TO HAVE THE BENEFITS OF ANY RIGHTS OR
INDEMNIFICATIONS AND SHALL CONTINUE TO HAVE THE OBLIGATIONS CONTAINED HEREIN
WHICH LENDER HAD DURING THE PERIOD SUCH PARTY WAS A "LENDER" HEREUNDER.
BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF
SECTION 2.10 WITH RESPECT TO ITS PARTICIPATION IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT FROM TIME TO TIME AS IF SUCH