OR ENFORCING ANY OF THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES SHALL OPERATE AS, OR CONSTITUTE, A
WAIVER THEREOF.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY EVENT OF DEFAULT
OR OF ANY DEFAULT UNDER ANY OTHER 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
31
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 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 8.10.
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, ANY OTHER LOAN DOCUMENT 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 8.10.
SECTION 8.11.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT SHOULD BE HELD INVALID, ILLEGAL