FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT HEREUNDER
AND OF THE COLLATERAL AGENT, THE ISSUING BANK, THE ADMINISTRATIVE AGENT, THE
OTHER AGENTS AND THE LENDERS UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND
ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
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 (I) PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING
ENTERED INTO BY THE COLLATERAL AGENT AND THE GRANTOR OR GRANTORS WITH RESPECT TO
WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO (A) ANY
CONSENT REQUIRED IN ACCORDANCE WITH SECTION 10.02 OF THE CREDIT AGREEMENT AND
(B) TO THE LIMITATIONS IN THE INTERCREDITOR AGREEMENT OR (II) AS PROVIDED IN THE
INTERCREDITOR AGREEMENT.
SECTION 8.09.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE
25
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 8.09.
SECTION 8.10.
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.
SECTION 8.11.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL BUT ALL OF WHICH
WHEN