AGREEMENT SHALL OPERATE AS A WAIVER OF ANY
OTHER EVENT OF DEFAULT OR OTHER DEFAULT HEREUNDER OR UNDER ANY OTHER AGREEMENT.
NO SINGLE OR PARTIAL EXERCISE OF ANY OF THE ADMINISTRATIVE AGENT'S RIGHTS OR
REMEDIES, AND NO EXPRESS OR IMPLIED AGREEMENT OR TRANSACTION OF WHATEVER NATURE
ENTERED INTO BETWEEN THE ADMINISTRATIVE AGENT AND ANY PERSON, AT ANY TIME, SHALL
PRECLUDE THE OTHER OR FURTHER EXERCISE OF THE ADMINISTRATIVE AGENT'S RIGHTS AND
REMEDIES.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY OF THE ADMINISTRATIVE
AGENT'S RIGHTS AND REMEDIES ON ANY ONE OCCASION SHALL BE DEEMED A WAIVER ON ANY
SUBSEQUENT OCCASION, NOR SHALL IT BE DEEMED A CONTINUING WAIVER.
THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED AT SUCH TIME OR
TIMES AND IN SUCH ORDER OF PREFERENCE AS THE ADMINISTRATIVE AGENT MAY
DETERMINE.
THE ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED
WITHOUT RESORT OR REGARD TO ANY OTHER SOURCE OF SATISFACTION OF THE SECURED
OBLIGATIONS.
NO WAIVER OF ANY PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY GRANTOR THEREFROM SHALL IN ANY EVENT
BE EFFECTIVE UNLESS THE
32
SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH
GIVEN.
NO NOTICE TO OR DEMAND ON ANY GRANTOR IN ANY CASE SHALL ENTITLE SUCH
GRANTOR OR ANY OTHER GRANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR
OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION
HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT
ENTERED INTO BETWEEN THE ADMINISTRATIVE 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 10.01 OF THE CREDIT AGREEMENT.
Section 8.12
Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY 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, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON 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 8.12.
Section 8.13
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