OR UNENFORCEABLE IN
ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS CONTAINED HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY
(IT BEING UNDERSTOOD THAT THE INVALIDITY OF A PARTICULAR PROVISION IN A
PARTICULAR JURISDICTION SHALL NOT IN AND OF ITSELF AFFECT THE VALIDITY OF SUCH
PROVISION IN ANY OTHER JURISDICTION).
SECTION 8.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS
(AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO
THIS AGREEMENT BY TELECOPY OR OTHER ELECTRONIC IMAGE SCAN TRANSMISSION (E.G.,
"PDF" OR "TIF" VIA E-MAIL) SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART TO THIS AGREEMENT.
SECTION 8.13.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF CONTENTS
USED HEREIN ARE FOR THE PURPOSE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT
32
AND ARE NOT TO AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN
INTERPRETING, THIS AGREEMENT.
SECTION 8.14.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
EACH OF THE
GRANTORS AND THE ADMINISTRATIVE AGENT AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURTS, AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
FORUM.
(B)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.01.
NOTHING IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
SECTION 8.15.
TERMINATION; RELEASE OF COLLATERAL.
(A)
EXCEPT FOR THOSE
PROVISIONS WHICH EXPRESSLY SURVIVE THE TERMINATION THEREOF, THIS AGREEMENT AND
THE SECURITY INTEREST SHALL TERMINATE WHEN ALL THE SECURED OBLIGATIONS HAVE BEEN
PAID IN FULL (EXCLUDING CONTINGENT OBLIGATIONS AS TO WHICH NO CLAIM HAS BEEN
MADE) AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT
AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT MAY RELEASE ANY GRANTOR (OTHER THAN THE
BORROWER) FROM ITS OBLIGATIONS HEREUNDER, AND THE SECURITY INTEREST IN THE
COLLATERAL OF SUCH GRANTOR SHALL AUTOMATICALLY BE RELEASED (I) IF SUCH PERSON
CEASES TO BE A SUBSIDIARY AS A RESULT OF A TRANSACTION PERMITTED BY THE CREDIT
AGREEMENT; PROVIDED THAT, IF SO REQUIRED BY THE CREDIT AGREEMENT, THE REQUIRED
LENDERS SHALL HAVE CONSENTED TO SUCH TRANSACTION AND THE TERMS OF SUCH CONSENT
DID NOT PROVIDE OTHERWISE OR (II) UPON THE EFFECTIVENESS OF ANY WRITTEN CONSENT
TO SUCH RELEASE PURSUANT TO SECTION 10.01 OF THE CREDIT AGREEMENT.
(C)
UPON ANY DISPOSITION OF COLLATERAL