PROPER VENUE OR ANY OBJECTION THAT EITHER SUCH COURT LACKS PERSONAL
JURISDICTION OVER THE BORROWER SO AS TO PROHIBIT EITHER SUCH COURT FROM
ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER SUCH COURT
AGAINST THE BORROWER BY THE BANK CONCERNING THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR PAYMENT TO THE BANK.
THE BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT THE CHOICE OF FORUM CONTAINED IN THIS SECTION 8.14 SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY FORUM OR THE TAKING OF
ANY ACTION UNDER THE LOAN DOCUMENTS TO ENFORCE THE SAME IN ANY APPROPRIATE
JURISDICTION.
8.15
DISCLAIMER REGARDING POWER OF ATTORNEY.
SECTION 4.12 OF THIS AGREEMENT
AND CERTAIN OF THE OTHER LOAN DOCUMENTS CONTAIN POWERS OF ATTORNEY COUPLED WITH
AN INTEREST WHICH ARE FOR THE SOLE BENEFIT OF THE BANK.
THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE BEING EXECUTED IN CONNECTION WITH A LOAN OR OTHER
FINANCIAL TRANSACTION FOR BUSINESS PURPOSES AND NOT PRIMARILY FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES.
THE BANK, AS AGENT FOR THE BORROWER UNDER THE
POWERS OF ATTORNEY, IS NOT A FIDUCIARY FOR THE BORROWER.
THE BANK, IN
EXERCISING ANY OF ITS RIGHTS OR POWERS PURSUANT TO THE POWERS OF ATTORNEY, MAY
DO SO FOR THE SOLE BENEFIT OF THE BANK AND NOT FOR THE BENEFIT OF THE
BORROWER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF TITLE 20,
PENNSYLVANIA CONSOLIDATED STATUTES, SECTION 5601 ET SEQ., AS AMENDED
(SPECIFICALLY INCLUDING ACT 39 OF 1999) SHALL NOT BE APPLICABLE TO THE POWERS OF
ATTORNEY.
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8.16
Non-Business Days.
Whenever any payment hereunder or under any other
Loan Document is due and payable on a day which is not a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of
time shall in each such case be included in computing interest in connection
with such payment.
8.17
Integration.
This Agreement and the other Loan Documents evidence the
entire agreement between the parties relating to this financing transaction and
supersede all prior understandings and agreements, whether written or oral,
between the parties hereto relating to the transactions provided for herein.
8.18
Counterparts.
This Agreement and any amendment hereto may be executed
in several counterparts and by each party on a separate counterpart, each of
which, when so executed and delivered, shall be an original, but all of which
together shall constitute but one and the same instrument.
In proving this
Agreement, it shall not be necessary to produce or account for more than one
such counterpart signed by the other party against whom enforcement is sought.
8.19
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR
NATURE IN ANY COURT, ARISING OUT OF, UNDER OR BY REASON OF THIS AGREEMENT, ANY
OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER