are cumulative and not exclusive
of any other rights which the Lenders or Administrative Agent would
otherwise have. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof. This
Credit 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, but all of which
together shall constitute one instrument. In proving this Credit 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.
Delivery by facsimile by any of the parties hereto of an executed
counterpart hereof or of any Loan Document or of any amendment or waiver
hereto or thereto shall be as effective as an original executed counterpart
hereof or thereof or of such amendment or waiver and shall be considered a
representation that an original executed counterpart hereof or thereof or
such amendment or waiver, as the case may be, will be delivered.
23. ENTIRE AGREEMENT, ETC.
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 Credit Agreement nor
any term hereof may be changed, waived, discharged or terminated, except as
provided in 26. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of
dealing or omission on the part of the Administrative Agent or any Lender
in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrowers shall
entitle the Borrowers to other or further notice or demand in similar or
other circumstances.
24. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS CREDIT 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 AS PROHIBITED BY LAW, EACH PARTY HERETO
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. THE BORROWERS (a) CERTIFY THAT NO REPRESENTATIVE, ADMINISTRATIVE
AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE
AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (b) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND THE LENDERS
HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH THEY ARE A PARTY BECAUSE OF, AMONG OTHER THINGS, THE
BORROWERS' WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
25. GOVERNING