provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Collateral Agent and the Grantor or Grantors with respect to whom such
waiver, amendment or modification is to apply, subject to any consent required
in accordance with Section 9.2 of the Credit Agreement.
29
SECTION 8.10
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY 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, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS SET FORTH IN THIS SECTION 8.10.
SECTION 8.11
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT SHOULD BE HELD INVALID, ILLEGAL 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 TWO
OR MORE COUNTERPARTS (AND BY DIFFERENT PARTIES 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 USED HEREIN
ARE FOR THE PURPOSE OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT 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 GRANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURTS.
EACH GRANTOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR
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 8.1.
NOTHING IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL