FEES
AND CHARGES WHICH ARE TREATED AS INTEREST UNDER APPLICABLE LAW (COLLECTIVELY THE
"CHARGES"), AS PROVIDED FOR HEREIN OR IN ANY OTHER DOCUMENT EXECUTED IN
CONNECTION HEREWITH, OR OTHERWISE CONTRACTED FOR, CHARGED, RECEIVED, TAKEN OR
RESERVED BY ANY LENDER, SHALL EXCEED THE MAXIMUM LAWFUL RATE (THE "MAXIMUM
RATE") WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN, RECEIVED OR RESERVED BY SUCH
LENDER IN ACCORDANCE WITH APPLICABLE LAW, THE RATE OF INTEREST PAYABLE ON THE
LOANS MADE BY SUCH LENDER, TOGETHER WITH ALL CHARGES PAYABLE TO SUCH LENDER,
SHALL BE LIMITED TO THE MAXIMUM RATE.
SECTION 9.10.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES RELATIVE TO THE SUBJECT
MATTER HEREOF.
ANY PREVIOUS AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
NOTHING IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS, EXPRESSED
OR IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO
AND THERETO ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON
OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
SECTION 9.11.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT
85
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.12.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHOULD BE HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN AND THEREIN SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
THE PARTIES SHALL ENDEAVOR IN
GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISIONS.
SECTION 9.13.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE BUT ONE CONTRACT.
SECTION 9.14.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF CONTENTS
USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND ARE NOT TO AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 9.15.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
EACH PARTY TO
THIS AGREEMENT HEREBY IRREVOCABLY