(III) WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN
INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY HERETO; AND (IV)
AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING
SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 8.1 OF THIS
AGREEMENT.
8.8
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS (INCLUDING BY FACSIMILE OR ELECTRONIC TRANSMISSION), EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
19
8.9
SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED
SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF OR THEREOF.
IF ANY PROVISION OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR
ANY CIRCUMSTANCE, IS INVALID OR UNENFORCEABLE: (A) A SUITABLE AND EQUITABLE
PROVISION SHALL BE SUBSTITUTED THEREFOR IN ORDER TO CARRY OUT, SO FAR AS MAY BE
VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID OR UNENFORCEABLE
PROVISION; AND (B) THE REMAINDER OF THIS AGREEMENT AND THE APPLICATION OF SUCH
PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED BY SUCH
INVALIDITY OR UNENFORCEABILITY, NOR SHALL SUCH INVALIDITY OR UNENFORCEABILITY
AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION, OR THE APPLICATION
THEREOF, IN ANY OTHER JURISDICTION.
8.10
HEADINGS. THE HEADING REFERENCES AND THE TABLE OF CONTENTS HEREIN
ARE FOR CONVENIENCE PURPOSES ONLY, DO NOT CONSTITUTE A PART OF THIS AGREEMENT
AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
8.11
EQUITABLE RELIEF. EACH PARTY ACKNOWLEDGES THAT MONEY DAMAGES WOULD
BE INADEQUATE TO PROTECT AGAINST ANY ACTUAL OR THREATENED BREACH OF THIS
AGREEMENT BY ANY PARTY AND THAT EACH PARTY SHALL BE ENTITLED TO EQUITABLE
RELIEF, INCLUDING SPECIFIC PERFORMANCE AND/OR INJUNCTION, WITHOUT POSTING BOND
OR OTHER SECURITY IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS OF THIS AGREEMENT.
8.12
NO PARTNERSHIP. THIS AGREEMENT SHALL NOT CONSTITUTE AN APPOINTMENT
OF ANY PARTY AS THE AGENT OF ANY OTHER PARTY, NOR SHALL ANY PARTY HAVE ANY RIGHT
OR AUTHORITY TO ASSUME, CREATE OR INCUR IN ANY MANNER ANY OBLIGATION OR OTHER
LIABILITY OF ANY KIND, EXPRESS OR IMPLIED, AGAINST, IN THE NAME OR ON BEHALF OF,
ANY OTHER PARTY. NOTHING HEREIN OR IN THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE CONSTRUED AS, OR DEEMED TO BE, THE FORMATION OF A PARTNERSHIP
BY OR AMONG THE PARTIES HERETO.
8.13
CERTAIN CONSENTS OF BCC HOLDERS.
(A)
NEITHER BOISE HOLDINGS OR ANY OF ITS SUBSIDIARIES SHALL, WITHOUT
THE PRIOR WRITTEN CONSENT OF BCC HOLDERS THEN HOLDING A MAJORITY OF THE
OUTSTANDING SERIES B COMMON THEN HELD BY ALL BCC HOLDERS, MAKE ANY AMENDMENT OF
THE CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY AGREEMENT OR OTHER
GOVERNING DOCUMENTS OF BOISE HOLDINGS OR ANY OF ITS SUBSIDIARIES WHICH WOULD (I)
TREAT ANY BCC HOLDER DISPROPORTIONATELY VIS-A-VIS ANY FPH HOLDER OR (II) PLACE
ANY RESTRICTION OR LIMITATION ON THE ABILITY OF