TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
ARISING FROM ANY CREDIT RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT,
AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.
SECTION 21.
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
SECTION 22.
MISCELLANEOUS.
22.1
THIS AGREEMENT AND THE TERMS, COVENANTS AND CONDITIONS HEREOF SHALL
INURE TO THE BENEFIT OF THE SENIOR CREDITORS AND THEIR SUCCESSORS AND ASSIGNS.
NOTHING CONTAINED IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER
UPON ANY PERSON OTHER THAN THE PARTIES HERETO AND THERETO ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES HEREUNDER OR THEREUNDER.
22.2
THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES
HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND ALL PRIOR UNDERSTANDINGS AND
NEGOTIATIONS, WRITTEN OR ORAL, ARE MERGED INTO AND SUPERSEDED BY THIS
AGREEMENT.
ANY MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT OR ANY
PROVISION HEREIN SHALL BE BINDING UPON THE PARTIES ONLY IF CONTAINED IN A
WRITING SIGNED BY OR ON BEHALF OF THE SENIOR CREDITORS AND THE JUNIOR CREDITOR.
NO FAILURE ON THE PART OF EITHER PARTY TO EXERCISE AND NO DELAY IN EXERCISING
ANY POWER OR RIGHT HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY POWER OR RIGHT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER POWER OR RIGHT.
THE REMEDIES
HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY
LAW.
22.3
THE JUNIOR CREDITOR HEREBY ACKNOWLEDGES THAT (A) IT HAS BEEN
ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER SENIOR CREDITORS DOCUMENTS, (B) THE SENIOR CREDITORS HAS NO
FIDUCIARY RELATIONSHIP TO THE JUNIOR CREDITOR, AND (C) NO JOINT VENTURE EXISTS
BETWEEN THE JUNIOR CREDITOR AND THE SENIOR CREDITORS.
9
22.4
THE SECTION TITLES CONTAINED IN THIS AGREEMENT ARE AND SHALL BE
WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY KIND WHATSOEVER AND ARE NOT A PART
OF THE AGREEMENT BETWEEN THE PARTIES HERETO.
22.5
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE IN
THIS AGREEMENT AND IN ANY CERTIFICATES OR OTHER PAPERS DELIVERED BY OR ON BEHALF
OF THE JUNIOR CREDITOR PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN RELIED UPON
BY THE SENIOR CREDITORS AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, AND SHALL CONTINUE IN FULL FORCE AND EFFECT SO LONG AS ANY SENIOR
DEBT REMAINS OUTSTANDING AND UNPAID OR ANY FINANCING ARRANGEMENT BETWEEN THE