Transmission shall be as effective as
delivery of a manually executed counterpart hereof.
Section 8.10
Severability.
Any provision of this Agreement being held illegal,
invalid or unenforceable in any jurisdiction shall not affect any part of such
provision not held illegal, invalid or unenforceable, any other provision of
this Agreement or any part of such provision in any other jurisdiction.
Section 8.11
Governing Law.
This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
Section 8.12
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN
CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.
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Section 8.13
Intercreditor Agreement.
The security interests of the Primary
Administrative Agent and the Collateral Agent for the benefit of the Secured
Parties granted hereunder and the rights of such parties in respect thereof
shall be subject to and entitled to the benefits of the terms of the
Intercreditor Agreement.
In the event of any conflict between the terms of the
Intercreditor Agreement and the terms of this Agreement, the terms of the
Intercreditor Agreement shall govern.
[SIGNATURE PAGES FOLLOW]
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