deemed effective as of the date it is accepted by Agent at
the offices set forth above.
The documents evidencing the Additional Credit
Facility shall remain in full force and effect.
12.13
Waiver of Jury Trial.
TO THE FULLEST EXTENT NOT PROHIBITED BY
APPLICABLE LAW WHICH CANNOT BE WAIVED, BORROWER, AGENT AND EACH LENDER HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND OR CLARIFY ANY
RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN,
WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY; AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A JUDGE AND NOT BEFORE A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF BORROWER, AGENT AND LENDER TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
EACH OF BORROWER, AGENT AND ANY LENDER FURTHER WAIVES
ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT
BEEN WAIVED.
FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OF AGENT
OR ANY LENDER NOR ANY AGENT'S OR LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT AGENT OR LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
BORROWER ACKNOWLEDGES
THAT THE PROVISIONS OF THIS SECTION 12.13 ARE A MATERIAL INDUCEMENT TO LENDER'S
ACCEPTANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
BORROWER
ACKNOWLEDGES THAT
IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING
THIS SECTION, THAT IT FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT
IT VOLUNTARILY AND KNOWINGLY AGREES TO THE TERMS OF THIS SECTION.
The waiver and stipulations of Borrower, Agent and each Lender in this
Section 12.13 shall survive the final payment or performance of all of the
Obligations of Borrower and the resulting termination of this Agreement.
12.14
Incorporation of Exhibits.
This Agreement, together with all
Exhibits and Schedules hereto, constitute one document and agreement which is
referred to herein by the use of the defined term "Agreement." Such Exhibits and
Schedules are incorporated herein as to fully set out in this Agreement.
The
definitions contained in any part of this Agreement shall apply to all parts of
this Agreement.
12.15
Consent to Advertising and Publicity.
Borrower hereby consents
that Agent and each Lender may issue and disseminate to the public information
describing the credit accommodation entered into pursuant to this Agreement,
including the names and addresses of Borrower and any subsidiaries and
Affiliates, the amount and a general description of Borrower's business.
12.16
Directly or