SERVICE OR SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.8 OF THE
LOAN AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF SUCH BORROWER'S ACTUAL RECEIPT THEREOF OR THREE (3) BUSINESS DAYS
AFTER DEPOSIT IN THE U.S. MAIL, PROPER POSTAGE PREPAID.
SECTION 12.
CONSTRUCTION.
THIS AGREEMENT AND
ALL OTHER AGREEMENTS AND DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION HEREWITH
HAVE BEEN PREPARED THROUGH THE JOINT EFFORTS OF ALL OF THE PARTIES HERETO.
NEITHER THE PROVISIONS OF THIS AGREEMENT OR ANY SUCH OTHER AGREEMENTS AND
DOCUMENTS NOR ANY ALLEGED AMBIGUITY THEREIN SHALL BE INTERPRETED OR RESOLVED
AGAINST ANY PARTY ON THE GROUND THAT SUCH PARTY OR ITS COUNSEL DRAFTED THIS
AGREEMENT OR SUCH OTHER AGREEMENTS AND DOCUMENTS, OR BASED ON ANY OTHER RULE OF
STRICT CONSTRUCTION.
EACH OF THE PARTIES HERETO REPRESENTS AND DECLARES THAT
SUCH PARTY HAS CAREFULLY READ THIS AGREEMENT AND ALL OTHER AGREEMENTS AND
DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND THAT SUCH PARTY KNOWS THE
CONTENTS THEREOF AND SIGNS THE SAME FREELY AND VOLUNTARILY.
THE PARTIES HERETO
ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL OF THEIR OWN
CHOOSING IN NEGOTIATIONS FOR AND PREPARATION OF THIS AGREEMENT AND ALL OTHER
AGREEMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THAT EACH OF THEM
HAS READ THE SAME AND HAD THEIR CONTENTS FULLY EXPLAINED BY SUCH COUNSEL AND IS
FULLY AWARE OF THEIR CONTENTS AND LEGAL EFFECT.
IF ANY MATTER IS LEFT TO THE
DECISION, RIGHT, REQUIREMENT, REQUEST, DETERMINATION, JUDGMENT, OPINION,
APPROVAL, CONSENT, WAIVER, SATISFACTION, ACCEPTANCE, AGREEMENT, OPTION OR
DISCRETION OF THE LENDER OR ITS EMPLOYEES, COUNSEL, OR AGENTS IN THE LOAN
DOCUMENTS, SUCH ACTION SHALL BE DEEMED TO BE EXERCISABLE BY THE LENDER OR SUCH
OTHER PERSON IN ITS SOLE AND ABSOLUTE DISCRETION AND ACCORDING TO STANDARDS
ESTABLISHED IN ITS SOLE AND ABSOLUTE DISCRETION.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, "OPTION" AND "DISCRETION" SHALL BE IMPLIED BY THE
USE OF THE WORDS "IF" AND "MAY."
SECTION 13.
COUNTERPARTS.
THIS AGREEMENT MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL
BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT, AND ALL SIGNATURES NEED NOT APPEAR ON ANY ONE COUNTERPART.
ANY
PARTY HERETO MAY EXECUTE AND DELIVER A COUNTERPART OF THIS AGREEMENT BY
DELIVERING BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION A SIGNATURE PAGE OF
THIS AGREEMENT SIGNED BY SUCH PARTY, AND ANY SUCH FACSIMILE OR OTHER ELECTRONIC
SIGNATURE SHALL BE TREATED IN ALL RESPECTS AS HAVING THE SAME EFFECT AS AN
ORIGINAL SIGNATURE.
SECTION 14.
SEVERABILITY.
THE INVALIDITY,
ILLEGALITY, OR UNENFORCEABILITY OF ANY PROVISION IN OR OBLIGATION UNDER THIS
AGREEMENT IN ANY JURISDICTION SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY,
OR ENFORCEABILITY OF THE REMAINING PROVISIONS OR OBLIGATIONS UNDER THIS
AGREEMENT OR OF SUCH PROVISION OR OBLIGATION IN ANY OTHER JURISDICTION.
IF
FEASIBLE, ANY SUCH OFFENDING PROVISION
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SHALL BE DEEMED MODIFIED TO