WAIVER.
9.7
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND
AGREEMENTS BY OR ON BEHALF OF BORROWER CONTAINED IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS SHALL BIND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE
BENEFIT OF LENDER.
BORROWER SHALL NOT, HOWEVER, HAVE THE RIGHT TO ASSIGN ITS
RIGHTS UNDER THIS AGREEMENT OR ANY INTEREST HEREIN, WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER AND SBA.
9.8
CONFLICT OF TERMS.
THE OTHER LOAN DOCUMENTS
AND ALL SCHEDULES AND EXHIBITS HERETO ARE INCORPORATED IN THIS AGREEMENT BY THIS
REFERENCE THERETO.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND EXCEPT AS
OTHERWISE PROVIDED IN THE OTHER LOAN DOCUMENTS BY SPECIFIC REFERENCE TO THE
APPLICABLE PROVISION OF THIS AGREEMENT, IF ANY PROVISION CONTAINED IN THIS
AGREEMENT IS IN CONFLICT WITH, OR INCONSISTENT WITH, ANY PROVISION IN THE OTHER
LOAN DOCUMENTS, THE PROVISION CONTAINED IN THIS AGREEMENT SHALL GOVERN AND
CONTROL.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT ANY PROVISION OF THIS
AGREEMENT (INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE HEREIN) CONFLICTS
OR IS INCONSISTENT WITH THE MULTI-PARTY AGREEMENT, THE RELEVANT PROVISIONS OF
THE MULTI-PARTY AGREEMENT SHALL BE CONTROLLING.
9.9
WAIVERS BY BORROWER.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, BORROWER WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
(A) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT,
NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEME­NT, EXTENSION OR RENEWAL OF
ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS,
CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN
ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN
THIS REGARD; (B) ALL RIGHTS TO NOTICE OF A HEARING PRIOR TO LENDER'S TAKING
POSSESSION OR CONTROL OF, OR TO LENDER'S REPLEVY, ATTACHMENT OR LEVY UPON, THE
COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO
ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES; AND (C) THE BENEFIT OF ALL
VALUATION, APPRAISEMENT AND EXEMPTION LAWS.
BORROWER ACKNOWLEDGES THAT IT HAS
BEEN ADVISED BY COUNSEL WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS
EVIDENCED BY THIS AGREEMENT.
9.10
CUMULATIVE RIGHTS.
THE RIGHTS AND REMEDIES OF
LENDER UNDER THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE CUMULATIVE,
AND THE EXERCISE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR REMEDY SHALL NOT
PRECLUDE THE EXERCISE OF ANY OTHER RIGHT OR REMEDY.
9.11
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
(A)
THE VALIDITY OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN
61
ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(B)
THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN