TO RELIEVE ANY PARTY OF ITS
OBLIGATIONS HEREUNDER.
15.
NEUTRAL CONSTRUCTION.
WITH REGARD TO EACH AND EVERY TERM AND
CONDITION OF THIS AGREEMENT AND ANY AND ALL AGREEMENTS AND INSTRUMENTS SUBJECT
TO THE TERMS HEREOF, THE PARTIES HERETO UNDERSTAND AND AGREE THAT THE SAME HAVE
BEEN MUTUALLY NEGOTIATED, PREPARED AND DRAFTED, AND IF AT ANY TIME THE PARTIES
HERETO DESIRE OR ARE REQUIRED TO INTERPRET OR CONSTRUE ANY SUCH TERM OF
CONDITION OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT SUBJECT HERETO, NO
CONSIDERATION WILL BE GIVEN TO WHICH PARTY HERETO ACTUALLY PREPARED, DRAFTED OR
REQUESTED ANY TERM OR CONDITION OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT
SUBJECT HERETO.
ANY REFERENCE TO ANY LAW SHALL BE DEEMED ALSO TO REFER TO ALL
RULES AND REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT REQUIRES
OTHERWISE.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, ALL
OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND WILL BECOME
EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY A PARTY AND
DELIVERED TO THE OTHER PARTIES.
COPIES OF EXECUTED COUNTERPARTS TRANSMITTED BY
TELECOPY, TELEFAX OR OTHER ELECTRONIC TRANSMISSION SERVICE SHALL BE CONSIDERED
ORIGINAL EXECUTED COUNTERPARTS FOR PURPOSES OF THIS SECTION 16, PROVIDED THAT
RECEIPT OF COPIES OF SUCH COUNTERPARTS IS CONFIRMED.
17.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO, FOR ITSELF AND ITS
AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS
OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT
OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
.
11
THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR ANY PROVISION HEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
18.
MELVILLE REAL PROPERTY.
IN THE EVENT THAT THE MELVILLE
REAL PROPERTY IS CONTRIBUTED TO THE COMPANY PURSUANT TO THE TERMS OF THE
MELVILLE LEASE AND THE MELVILLE CONTRIBUTION AGREEMENT, THE CABLEVISION PARTIES
AND TRIBUNE SHALL COOPERATE IN GOOD FAITH TO AMEND THIS AGREEMENT TO PROVIDE
THAT (I) THE MELVILLE REAL PROPERTY IS INCLUDED AS A PROTECTED PROPERTY
HEREUNDER; (II) SUBJECT TO SECTION 18(III) HEREOF, TRIBUNE AND THE CABLEVISION
PARTIES SHALL HAVE RIGHTS AND OBLIGATIONS WITH RESPECT TO THE MELVILLE
REAL PROPERTY THAT ARE IDENTICAL TO THE RIGHTS AND OBLIGATIONS THAT TRIBUNE AND
THE CABLEVISION PARTIES HAVE WITH RESPECT TO PROTECTED PROPERTY UNDER THIS
AGREEMENT AS OF THE DATE HEREOF, AND (III) THE MINIMUM DEBT