THE NOTES, THE SECURITY DOCUMENTS OR ANY OTHER ISSUE ARISING
UNDER, RELATING TO, OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS. BORROWER
AND SUN IRREVOCABLY CONSENT TO SERVICE, JURISDICTION, AND VENUE OF SUCH COURTS
FOR ANY LITIGATION ARISING FROM THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE
OTHER LOAN DOCUMENTS, AND WAIVE ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY
VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR OTHERWISE. NOTHING CONTAINED HEREIN,
HOWEVER, SHALL PREVENT LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR
EXERCISING ANY RIGHTS AGAINST BORROWER AND SUN AND AGAINST THE COLLATERAL IN ANY
OTHER JURISDICTION. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH
ACTION IN ANY OTHER JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE
AGREEMENT CONTAINED HEREIN THAT THE LAWS OF DISTRICT OF COLUMBIA SHALL GOVERN
THE RIGHTS AND OBLIGATIONS OF BORROWER AND SUN AND LENDER AS PROVIDED HEREIN OR
THE SUBMISSION HEREIN BY BORROWER AND SUN TO PERSONAL JURISDICTION WITHIN
DISTRICT OF COLUMBIA BORROWER AND SUN (i) COVENANT AND AGREE NOT TO ELECT A
TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING UNDER ANY OF THE LOAN DOCUMENTS
TRIABLE BY A JURY AND (ii) WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
JURY TRIAL WOULD OTHERWISE ACCRUE. FURTHER, BORROWER AND SUN HEREBY CERTIFY THAT
NO REPRESENTATIVE OR AGENT OF LENDER (INCLUDING, BUT NOT LIMITED TO, LENDER'S
COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO BORROWER AND SUN THAT
LENDER WILL NOT SEEK TO ENFORCE THE PROVISIONS OF THIS SECTION 17.06. THE
FOREGOING PROVISIONS WERE KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY
BORROWER AND SUN UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL SELECTED BY
BORROWER'S AND SUN'S FREE WILL.
Section 17.07. Severability; Entire Agreement.
In the event any provision of this Agreement or in any other Loan Document
shall be held invalid, illegal or unenforceable in any jurisdiction, such
provision will be severable from the remainder hereof as to such jurisdiction
and the validity, legality and enforceability of the remaining provisions will
not in any way be affected or impaired in any jurisdiction. Except as set forth
in Section 1(b), Section 3 and Section 4 of the Settlement Agreement, this
Agreement contains the complete and entire agreement among the parties as to the
matters covered, rights granted and the obligations assumed in this Agreement,
and supersedes all oral communication and prior writings with respect thereto,
and on the Effective Date, the First Restated Agreement shall be replaced and
superseded by this Agreement.
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Section 17.08. Notices.
(a) Manner of Giving Notice. Each notice, direction, certificate or other
communication hereunder (in this Section 17.08 referred to collectively as
"notices" and singly as a "notice") which any party is required or permitted to
give to the other party pursuant to this Agreement shall be in writing and shall
be deemed to have