ease of
reference only and are not an integral part of this Agreement.
10.13 Counterparts. This Agreement and any amendment hereof may be signed in any
number of counterparts with the same effect as if the signatures hereto and
thereto were upon the same instrument. In proving this Agreement, it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.
10.14 Severability. The provisions of this Agreement are severable and if any
one clause or provision hereof shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.
10.15 WAIVER OF JURY TRIAL. THE BORROWERS HEREBY IRREVOCABLY WAIVE TRIAL BY JURY
IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR
ARISING OUT OF THIS AGREEMENT, THE OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT
DELIVERED PURSUANT HERETO OR THERETO, OR ANY CLAIM OR DISPUTE HOWSOEVER ARISING,
BETWEEN ANY OF THE BORROWERS AND THE ADMINISTRATIVE AGENT OR THE BANKS. THIS
WAIVER OF JURY TRIAL SHALL BE EFFECTIVE FOR EACH AND EVERY DOCUMENT EXECUTED BY
THE BORROWERS AND THE ADMINISTRATIVE AGENT OR THE BANKS AND DELIVERED TO THE
ADMINISTRATIVE AGENT, THE BANKS OR THE BORROWERS, AS THE CASE MAY BE, WHETHER OR
NOT SUCH DOCUMENT SHALL CONTAIN A WAIVER OF JURY TRIAL. THE BORROWERS FURTHER
ACKNOWLEDGE THAT ALL DOCUMENTS DELIVERED BY THE ADMINISTRATIVE AGENT, THE BANKS
OR THE BORROWERS ARE SUBJECT TO THIS WAIVER OF JURY TRIAL AS TO ANY ACTION THAT
MAY BE BROUGHT AS TO ANY OF SUCH DOCUMENTS, INSTRUMENTS OR LETTERS OR THE LIKE.
THE BORROWERS FURTHER CONFIRM THAT THE FOREGOING WAIVERS ARE INFORMED AND FREELY
MADE. IN ADDITION, THE BORROWERS (i) CERTIFY THAT NO REPRESENTATIVE,
ADMINISTRATIVE AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY BANK HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY BANK
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(ii) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND EACH BANK HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY
BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
10.16 Confidentiality. Notwithstanding any confidentiality provisions contained
herein, and in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury
Regulations, each party to this Agreement (and each employee, representative, or
other agent of each party) may disclose to any and all persons, without
limitation of any kind, the tax
treatment and tax structure, for federal tax purposes, of the transactions
contemplated by this Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to such party relating to such tax
treatment and tax structure; provided, however, that, pursuant to Section