AS
THE CONTEXT REQUIRES, AND (II) THE SINGULAR CONTEXT SHALL INCLUDE THE PLURAL AND
VICE VERSA.
(L)
ASSIGNMENT.
BSCP SHALL NOT ASSIGN THIS AGREEMENT (OR ANY
SCHEDULE HERETO) WITHOUT THE PRIOR WRITTEN CONSENT OF CLIENT, EXCEPT THAT BSCP
SHALL BE PERMITTED TO ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER WITHOUT SUCH
CONSENT TO (I) ONE OR MORE OF ITS AFFILIATES OR (II) THE PURCHASERS OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS, THROUGH MERGER, CONSOLIDATION OR OTHERWISE.
CLIENT MAY ASSIGN THIS AGREEMENT UPON: (X) PROVIDING PRIOR WRITTEN NOTICE TO
BSCP; AND (Y) CAUSING THE ASSIGNEE TO ACKNOWLEDGE THAT IT WILL BE BOUND BY THE
TERMS AND CONDITIONS OF THIS
15
Agreement; and (z) agreeing that Client itself will continue to be bound by all
the terms of this Agreement even in the event of such an assignment.
(M)
NO LEASE.
BSCP AND CLIENT AGREE THAT THIS AGREEMENT (INCLUDING ANY
SCHEDULE HERETO) IS NOT A LEASE AND THE RELATIONSHIP BETWEEN THEM IS NOT THAT OF
LANDLORD AND TENANT AND THAT BSCP RETAINS ALL RIGHTS OF CONTROL AND POSSESSION
OF THE FACILITY, INCLUDING EACH APPLICABLE PRODUCTION AREA.
(N)
NO WAIVER.
THE FAILURE OF ANY PARTY HERETO AT ANY TIME OR TIMES
TO REQUIRE PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING ANY
SCHEDULE HERETO) SHALL IN NO MANNER AFFECT ITS RIGHTS AT A LATER, TIME TO
ENFORCE THE SAME.
NO WAIVER BY ANY PARTY HERETO OF THE BREACH OF ANY TERM
CONTAINED IN THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO), WHETHER BY CONDUCT
OR OTHERWISE, IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED TO BE OR CONSTRUED
AS A FURTHER OR CONTINUING WAIVER OF ANY SUCH BREACH OR THE BREACH OF ANY OTHER
TERM OF THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO).
(O)
WAIVER OF JURY TRIAL.
BSCP AND CLIENT HEREBY WAIVE TRIAL BY JURY
IN ANY SUIT BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ON ANY
COUNTERCLAIM IN RESPECT THEREOF ON ANY MATTERS, WHATSOEVER, ARISING OUT OF, OR
IN ANY WAY IN CONNECTION WITH, THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO).
(P)
NO PRESUMPTION AGAINST DRAFTER.
FOR PURPOSES OF THIS AGREEMENT,
CLIENT HEREBY WAIVES ANY RULE OF CONSTRUCTION THAT REQUIRES THAT AMBIGUITIES IN
THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO) BE CONSTRUED AGAINST THE DRAFTER.
(Q)
EXPENSES.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH
PARTY TO THIS AGREEMENT WILL BEAR ITS RESPECTIVE EXPENSES INCURRED IN CONNECTION
WITH THE PREPARATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT (INCLUDING
ANY SCHEDULE HERETO).
(R)
DISCLOSURE OF CLIENT, PRODUCT AND AGREEMENT.
EXCEPT AS CLIENT
MAY BE REQUIRED BY LAW OR REGULATION, NEITHER PARTY SHALL DISCLOSE THE NAME OF
THE OTHER PARTY, THE IDENTITY OF THE PRODUCT OR ANY INFORMATION WITH RESPECT
THERETO, THE EXISTENCE OF THIS AGREEMENT OR THE TERMS AND PROVISIONS OF THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
NEITHER PARTY
SHALL USE THE NAME OF THE OTHER PARTY IN ANY PUBLICITY OR ADVERTISING WITHOUT
THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
If BSCP is required in accordance with SEC