by the Lender therefrom, shall be effective unless in writing
and signed by the Lender and Borrower. Any amendment, modification or supplement
of or to any provision of this Loan Agreement, any waiver of any provision of
this Loan Agreement, and any consent to any departure by the Lender from the
terms of any provision of this Loan Agreement shall be effective only in the
specific instance and for the specific purpose for which made or given.
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8.9
Execution in Counterparts. This Loan Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original, but all such
counterparts shall constitute one and the same agreement.
8.10
Severability of Provisions. Any provision of this Loan Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.
8.11
WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS LOAN
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS. NO PARTY SHALL SEEK TO
CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THIS WAIVER IS
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE PARTIES, AND EACH PARTY
ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF THE
OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF JURY
TRIAL. EACH PARTY HERETO ACKNOWLEDGES THAT (1) IT BARGAINED AT ARM'S LENGTH AND
IN GOOD FAITH, WITHOUT DURESS, (2) THAT THE PROVISIONS HEREOF SHALL BE SUBJECT
TO NO EXCEPTIONS WHATEVER, (3) THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LOAN AGREEMENT, THE OTHER
LOAN DOCUMENTS AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF ITS OWN FREE WILL AND (4) THAT IT HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL. EACH PARTY HERETO SPECIFICALLY ACKNOWLEDGES THAT NO
OTHER PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT
THE PROVISIONS OF THIS SECTION 6.11 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
EACH PARTY HERETO FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE
MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF THIS FACT
SIGNS ITS INITIALS BELOW. THE PARTIES AGREE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR EACH OF THEM TO ENTER INTO THE TRANSACTIONS AND THAT THIS WAIVER
SHALL BE EFFECTIVE AS TO ALL OF THE LOAN DOCUMENTS AND THE ENVIRONMENTAL
INDEMNITIES AS IF FULLY INCORPORATED THEREIN.
INITIALS: _______BORROWER: ______LENDER: ______
8.12
Governing Law. This Loan Agreement, the other Loan Documents and the
obligations arising hereunder and thereunder shall be governed by, and construed