SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
16.6
SEPARABILITY OF PROVISIONS.
THE PARTIES HERETO INTEND AND BELIEVE
THAT EACH PROVISION IN THIS AGREEMENT COMPORTS WITH ALL APPLICABLE LOCAL, STATE
AND FEDERAL LAWS AND JUDICIAL DECISIONS.
IF ANY PROVISION IN THIS AGREEMENT IS,
HOWEVER, FOUND BY A COURT OF LAW TO BE IN VIOLATION OF ANY APPLICABLE LOCAL,
STATE, OR FEDERAL LAW, STATUTE, ORDINANCE, ADMINISTRATIVE OR JUDICIAL DECISION,
OR PUBLIC POLICY, OR IF IN ANY OTHER RESPECT SUCH A COURT DECLARES ANY SUCH
PROVISION TO BE ILLEGAL, INVALID, UNLAWFUL, VOID OR UNENFORCEABLE AS WRITTEN,
THEN IT IS THE INTENT OF ALL PARTIES HERETO THAT, CONSISTENT WITH AND WITH A
VIEW TOWARDS PRESERVING THE ECONOMIC AND LEGAL ARRANGEMENTS AMONG THE PARTIES
HERETO AS EXPRESSED IN THIS AGREEMENT, SUCH PROVISION SHALL BE GIVEN FORCE AND
EFFECT TO THE FULLEST POSSIBLE EXTENT, AND THAT THE REMAINDER OF THIS AGREEMENT
SHALL BE CONSTRUED AS IF SUCH ILLEGAL, INVALID, UNLAWFUL, VOID, OR UNENFORCEABLE
PROVISION WERE NOT CONTAINED HEREIN, AND THAT THE RIGHTS, OBLIGATIONS, AND
INTERESTS OF THE PARTIES UNDER THE REMAINDER OF THIS AGREEMENT SHALL CONTINUE IN
FULL FORCE AND EFFECT.
EACH PROVISION OF THIS AGREEMENT SHALL BE CONSIDERED
SEPARABLE AND IF FOR ANY REASON ANY PROVISION OR PROVISIONS HEREIN ARE
DETERMINED TO BE INVALID, UNENFORCEABLE OR ILLEGAL UNDER ANY EXISTING OR FUTURE
LAW, SUCH INVALIDITY, UNENFORCEABILITY OR ILLEGALITY SHALL NOT IMPAIR THE
OPERATION OF OR AFFECT THOSE PORTIONS OF THIS AGREEMENT WHICH ARE VALID,
ENFORCEABLE AND LEGAL.
16.7
SECTION TITLES.
SECTION TITLES ARE FOR DESCRIPTIVE PURPOSES ONLY
AND SHALL NOT CONTROL OR ALTER THE MEANING OF THIS AGREEMENT AS SET FORTH IN THE
TEXT.
16.8
FURTHER ASSURANCES.
MANAGER AND OWNER SHALL EXECUTE AND DELIVER
SUCH FURTHER INSTRUMENTS AND DO SUCH FURTHER ACTS AND THINGS AS MAY REASONABLY
BE REQUIRED TO CARRY OUT THE INTENT AND PURPOSES OF THIS AGREEMENT.
16.9
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS
ATTACHED HERETO CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN, AND SUPERSEDE ALL PRIOR
UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES.
ALL EXHIBITS AND SCHEDULES
ARE INCORPORATED HEREIN BY REFERENCE AND CONSTITUTE A PART OF THIS AGREEMENT.
16.10
WAIVER.
THE FAILURE BY ANY PARTY HERETO TO INSIST UPON OR TO
ENFORCE ANY OF ITS RIGHTS SHALL NOT CONSTITUTE A WAIVER THEREOF, AND NOTHING
SHALL CONSTITUTE A WAIVER OF SUCH PARTY'S RIGHT TO INSIST UPON STRICT COMPLIANCE
WITH THE PROVISIONS HEREOF.
NO DELAY IN EXERCISING ANY RIGHT, POWER OR REMEDY
CREATED HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE
33
OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY BY ANY SUCH PARTY PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
REMEDY.
NO WAIVER BY ANY PARTY HERETO TO ANY BREACH OF OR DEFAULT IN ANY TERM
OR CONDITION OF THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF OR ASSENT TO ANY
SUCCEEDING BREACH OF OR DEFAULT IN THE SAME OR ANY OTHER TERM OR CONDITION
HEREOF.
EACH