OF FINANCIAL STATEMENTS ARE INTENDED SOLELY FOR THE BENEFIT OF THE
LENDER TO PROTECT ITS INTERESTS AS LENDER IN ASSURING PAYMENTS OF INTEREST AND
REPAYMENT OF PRINCIPAL AND PAYMENT OF CERTAIN FEES, AND NOTHING CONTAINED IN
THIS AGREEMENT SHALL BE CONSTRUED AS PERMITTING OR OBLIGATING THE LENDER TO ACT
AS A FINANCIAL OR BUSINESS ADVISOR OR CONSULTANT TO THE COMPANY, AS PERMITTING
OR OBLIGATING THE LENDER TO CONTROL THE COMPANY OR TO CONDUCT THE COMPANY'S
OPERATIONS, AS CREATING ANY FIDUCIARY OBLIGATION ON THE PART OF THE LENDER TO
THE COMPANY, OR AS CREATING ANY JOINT VENTURE, AGENCY, OR OTHER RELATIONSHIP
BETWEEN THE PARTIES HERETO OTHER THAN AS EXPLICITLY AND SPECIFICALLY STATED IN
THIS AGREEMENT.
THE COMPANY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO
OBTAIN THE ADVICE OF EXPERIENCED COUNSEL OF ITS OWN CHOOSING IN CONNECTION WITH
THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND TO OBTAIN THE ADVICE OF SUCH
COUNSEL WITH RESPECT TO ALL MATTERS CONTAINED HEREIN, INCLUDING, WITHOUT
LIMITATION, THE PROVISION FOR WAIVER OF TRIAL BY JURY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT IT IS EXPERIENCED WITH RESPECT TO FINANCIAL AND CREDIT MATTERS
AND HAS MADE ITS OWN INDEPENDENT DECISIONS TO APPLY TO THE LENDER FOR CREDIT AND
TO EXECUTE AND DELIVER THIS AGREEMENT.
12.7
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE DECLARED
TO BE ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH ILLEGAL OR UNENFORCEABLE
PROVISION SHALL BE AND BECOME ABSOLUTELY NULL AND VOID AND OF NO FORCE AND
EFFECT AS THOUGH SUCH PROVISION WERE NOT IN FACT SET FORTH HEREIN, BUT ALL OTHER
COVENANTS, TERMS, CONDITIONS AND PROVISIONS HEREOF SHALL NEVERTHELESS CONTINUE
TO BE VALID AND ENFORCEABLE.
12.8
USURY.
IT IS THE INTENT OF LENDER AND THE COMPANY IN THE EXECUTION
AND PERFORMANCE OF THIS AGREEMENT AND THE NOTE OR ANY LOAN DOCUMENT TO REMAIN IN
STRICT COMPLIANCE WITH APPLICABLE LAW FROM TIME TO TIME IN EFFECT.
IN
FURTHERANCE THEREOF, LENDER AND THE COMPANY STIPULATE AND AGREE THAT NONE OF THE
TERMS AND PROVISIONS CONTAINED IN THE NOTE, THIS AGREEMENT OR ANY LOAN DOCUMENT
SHALL EVER BE CONSTRUED TO CREATE A CONTRACT TO PAY FOR THE USE, FORBEARANCE OR
DETENTION OF MONEY WITH INTEREST AT A RATE OR IN AN AMOUNT IN EXCESS OF THE
MAXIMUM RATE OR AMOUNT OF INTEREST PERMITTED TO BE CHARGED UNDER APPLICABLE
LAW.
FOR PURPOSES OF THIS AGREEMENT, THE NOTE AND ANY OTHER LOAN DOCUMENT,
"INTEREST" SHALL INCLUDE THE AGGREGATE OF ALL CHARGES WHICH CONSTITUTE INTEREST
UNDER APPLICABLE LAW THAT ARE CONTRACTED FOR, TAKEN, CHARGED, RESERVED, OR
RECEIVED UNDER THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT.
THE COMPANY
SHALL NEVER BE REQUIRED TO PAY UNEARNED INTEREST OR INTEREST AT A RATE OR IN AN
AMOUNT IN EXCESS OF THE MAXIMUM RATE OR AMOUNT OF INTEREST THAT MAY BE LAWFULLY
CHARGED
51
UNDER APPLICABLE LAW, AND THE PROVISIONS OF THIS PARAGRAPH SHALL CONTROL OVER
ALL OTHER PROVISIONS OF THIS AGREEMENT AND THE NOTE OR ANY LOAN DOCUMENT, WHICH
MAY BE IN ACTUAL OR APPARENT CONFLICT HEREWITH.
IF THE