hereof.
SECTION 23.
COUNTERPARTS.
This Agreement and any amendment hereof
may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument. In proving this
Agreement it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.
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SECTION 24.
ENTIRE AGREEMENT.
The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in § 26.
SECTION 25.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.
EACH
OF BORROWER, THE GUARANTORS, AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, EACH
OF BORROWER AND THE GUARANTORS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. EACH OF BORROWER AND THE GUARANTORS (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT OR SUCH LENDER WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
THAT AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
SECTION 26.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
Except as
otherwise specifically set forth herein or in any other Loan Document, any
consent or approval required or permitted by this Agreement may be given, and
any term of this Agreement or of any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by Borrower
and the Guarantors of any terms of this Agreement or such other instrument or
the continuance of any Default or Event of Default may be waived (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Majority Lenders, and, in the
case of amendments, with the written consent of Borrower other than amendments
to schedules made in the ordinary course as contemplated by this Agreement.
Notwithstanding the foregoing, (i) the rate of interest on, and the term or
amount of, the Notes or the date of any payment due hereunder or thereunder,
(ii) the amount of the Commitments of the Lenders (other than changes in
Commitments pursuant