8.07.
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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. 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 AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 8.07.
SECTION 8.08.
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). THE PARTIES SHALL
ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL OR
UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH
COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS. IT IS UNDERSTOOD AND AGREED AMONG THE PARTIES THAT THIS AGREEMENT
SHALL CREATE SEPARATE SECURITY INTERESTS IN THE COLLATERAL SECURING THE
OBLIGATIONS AS PROVIDED IN SECTION 2.01, AND THAT ANY DETERMINATION BY ANY COURT
WITH JURISDICTION THAT THE SECURITY INTEREST SECURING ANY OBLIGATION OR CLASS OF
OBLIGATIONS IS INVALID FOR ANY REASON SHALL NOT IN AND OF ITSELF INVALIDATE THE
SECURITY INTERESTS SECURING ANY OTHER OBLIGATIONS HEREUNDER.
SECTION 8.09.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL OF
WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT AND SHALL BECOME
EFFECTIVE AS PROVIDED IN SECTION 8.03. DELIVERY OF AN EXECUTED SIGNATURE PAGE TO
THIS AGREEMENT BY FACSIMILE TRANSMISSION OR .PDF ADOBE FILE SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART HEREOF.
SECTION 8.10.
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 8.11.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY,
AND ANY
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APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND