COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
NOTHING IN THIS SECTION 8.4
SHALL AFFECT THE RIGHT OF THE AGENT, THE MANAGING AGENTS, THE LENDERS, THE
SURETY PROVIDER OR ANY BANK INVESTOR TO BRING ANY ACTION OR PROCEEDING AGAINST
THE BORROWER, OR ANY OF ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.
(B)
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS LOAN
AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS.
(C)
THIS LOAN AGREEMENT CONTAINS THE FINAL AND COMPLETE INTEGRATION OF
ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR ORAL OR WRITTEN
UNDERSTANDINGS.
SECTION 8.5.
SEVERABILITY; COUNTERPARTS.
THIS LOAN AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
ANY PROVISIONS OF THIS LOAN AGREEMENT WHICH ARE PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
DELIVERY BY FACSIMILE OF AN EXECUTED SIGNATURE PAGE OF THIS
LOAN AGREEMENT SHALL BE EFFECTIVE AS DELIVERY OF AN EXECUTED COUNTERPART HEREOF.
SECTION 8.6.
SUCCESSORS AND ASSIGNS.
(A)
THIS LOAN AGREEMENT SHALL BE BINDING ON THE PARTIES HERETO AND THE
SURETY PROVIDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER,
THAT THE BORROWER MAY NOT ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF ITS DUTIES
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE SURETY PROVIDER AND THE
AGENT.
EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, NO PROVISION OF THIS LOAN
AGREEMENT SHALL IN ANY MANNER RESTRICT THE ABILITY OF ANY LENDER OR ANY BANK
INVESTOR TO ASSIGN, PARTICIPATE, GRANT SECURITY INTERESTS IN, OR OTHERWISE
TRANSFER ANY PORTION OF ITS INTEREST UNDER THE OPERATIVE DOCUMENTS.
(B)
ANY BANK INVESTOR MAY ASSIGN ALL OR ANY PORTION OF ITS COMMITMENT
AND ITS INTEREST IN THE NET INVESTMENT AND ITS OTHER RIGHTS AND OBLIGATIONS
HEREUNDER TO ANY PERSON WITH THE WRITTEN APPROVAL OF A MANAGING AGENT, ON BEHALF
OF THE RELATED LENDER, THE AGENT AND, IF SUCH ASSIGNEE IS NOT AN AFFILIATE OF
THE RELATED MANAGING AGENT, THE REASONABLE CONSENT OF THE BORROWER.
SUCH PERSON
SHALL, UPON THE EXECUTION OF THE ASSIGNMENT AND ASSUMPTION AGREEMENT REFERRED TO
BELOW, BECOME A BANK INVESTOR HEREUNDER.
IN CONNECTION WITH ANY SUCH
ASSIGNMENT, THE ASSIGNOR SHALL DELIVER TO THE ASSIGNEE(S) AN