MAY
HAVE TO INDEMNIFY OR REIMBURSE ANY LENDER PARTY SHALL SURVIVE ANY TERMINATION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
AT THE REQUEST AND EXPENSE OF
BORROWER, AGENT SHALL PREPARE AND EXECUTE ALL NECESSARY INSTRUMENTS TO REFLECT
AND EFFECT SUCH TERMINATION OF THE LOAN DOCUMENTS.
AGENT IS HEREBY AUTHORIZED
TO EXECUTE ALL SUCH INSTRUMENTS ON BEHALF OF ALL LENDERS, WITHOUT THE JOINDER OF
OR FURTHER ACTION BY ANY LENDER.
SECTION 10.10.
SEVERABILITY.
IF ANY TERM OR PROVISION OF
ANY LOAN DOCUMENT SHALL BE DETERMINED TO BE ILLEGAL OR UNENFORCEABLE ALL OTHER
TERMS AND PROVISIONS OF THE LOAN DOCUMENTS SHALL NEVERTHELESS REMAIN EFFECTIVE
AND SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SECTION 10.11.
COUNTERPARTS; FAX.
THIS AGREEMENT MAY BE
SEPARATELY EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED
TO CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS AGREEMENT AND THE LOAN DOCUMENTS
MAY BE VALIDLY EXECUTED AND DELIVERED BY FACSIMILE OR OTHER ELECTRONIC
TRANSMISSION.
SECTION 10.12.
INTENTIONALLY OMITTED.
SECTION 10.13.
WAIVER OF JURY TRIAL, PUNITIVE DAMAGES,
ETC.
EACH OF THE BORROWER AND EACH LENDER PARTY HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED
BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY OR
ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (B) WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN ANY
SUCH LITIGATION ANY "SPECIAL DAMAGES", AS DEFINED BELOW, (C) CERTIFIES THAT NO
PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
71
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
AS USED IN THIS SECTION, "SPECIAL DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE
ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR
DELIVER TO ANY OTHER PARTY HERETO.
SECTION 10.14.
PROCEDURE FOR INCREASES AND ADDITION OF NEW
LENDERS.
THIS AGREEMENT PERMITS CERTAIN INCREASES IN A LENDER'S COMMITMENT AND
THE ADMISSION OF NEW LENDERS PROVIDING NEW COMMITMENTS, NONE OF WHICH REQUIRE
ANY CONSENTS OR APPROVALS FROM THE OTHER LENDERS.
ANY AMENDMENT HERETO FOR SUCH
AN INCREASE OR ADDITION SHALL BE IN THE FORM ATTACHED HERETO AS EXHIBIT 10.14
AND SHALL ONLY REQUIRE THE WRITTEN SIGNATURES OF THE AGENT, BORROWER AND THE
LENDER(S) BEING ADDED OR INCREASING THEIR COMMITMENT.
IN ADDITION, WITHIN A
REASONABLE TIME AFTER THE EFFECTIVE DATE OF ANY INCREASE, THE