PRINCIPAL OF THE LOANS OR, IF IT EXCEEDS SUCH UNPAID
62
PRINCIPAL, REFUNDED TO BORROWER.
IN DETERMINING WHETHER THE INTEREST CONTRACTED
FOR, CHARGED, OR RECEIVED BY THE LENDER EXCEEDS THE MAXIMUM RATE, SUCH PERSON
MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) CHARACTERIZE ANY PAYMENT
THAT IS NOT PRINCIPAL AS AN EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (B)
EXCLUDE VOLUNTARY PREPAYMENTS AND THE EFFECTS THEREOF, AND (C) AMORTIZE,
PRORATE, ALLOCATE, AND SPREAD IN EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF
INTEREST THROUGHOUT THE CONTEMPLATED TERM OF THE OBLIGATIONS HEREUNDER.
9.10
COUNTERPARTS; INTEGRATION; EFFECTIVENESS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
EXCEPT
AS PROVIDED IN SECTION 4.01, THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL
HAVE BEEN EXECUTED BY THE LENDER AND WHEN THE LENDER SHALL HAVE RECEIVED
COUNTERPARTS HEREOF THAT, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF
THE OTHER PARTIES HERETO.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE
PAGE OF THIS AGREEMENT BY TELECOPY SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART OF THIS AGREEMENT.
9.11
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND
WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
DELIVERED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH
SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THEREOF.
SUCH
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY THE LENDER,
REGARDLESS OF ANY INVESTIGATION MADE BY THE LENDER OR ON THEIR BEHALF AND
NOTWITHSTANDING THAT THE LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT
AT THE TIME OF ANY CREDIT EXTENSION, AND SHALL CONTINUE IN FULL FORCE AND EFFECT
AS LONG AS ANY LOAN OR ANY OTHER OBLIGATION HEREUNDER SHALL REMAIN UNPAID OR
UNSATISFIED OR ANY LETTER OF CREDIT SHALL REMAIN OUTSTANDING.
9.12
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE LEGALITY,
VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY AND (B) THE
PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE ILLEGAL,
INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF
WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
9.13
GOVERNING LAW; JURISDICTION; ETC.
(A)
GOVERNING LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF MISSOURI.
(B)
SUBMISSION TO JURISDICTION.
BORROWER AND EACH OTHER LOAN