CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
11.11
Submission To Jurisdiction; Waivers.
Each Grantor hereby irrevocably and
unconditionally:
(I)
SUBMITS FOR ITSELF AND ITS PROPERTY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE NOTE DOCUMENTS
TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(II)
CONSENTS THAT ANY SUCH ACTION OR
PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME;
(III)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH
ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO
SUCH GRANTOR AT ITS ADDRESS REFERRED TO IN SECTION 11.1 OR AT SUCH OTHER ADDRESS
OF WHICH THE COLLATERAL AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(IV)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND
(V)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED
BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR
PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
11.12
Acknowledgements.
Each Grantor hereby acknowledges that:
(I)
IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE OTHER NOTE DOCUMENTS
AND THE OTHER SECURED DEBT DOCUMENTS TO WHICH IT IS A PARTY;
(II)
NEITHER THE COLLATERAL AGENT NOR ANY
SECURED PARTY HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO ANY GRANTOR ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER NOTE DOCUMENTS OR
ANY OF THE SECURED DEBT DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE GRANTORS, ON
THE ONE HAND, AND THE COLLATERAL AGENT AND SECURED PARTIES, ON THE OTHER HAND,
IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR; AND
38
(III)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE
NOTE DOCUMENTS OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED
HEREBY AMONG THE SECURED PARTIES OR AMONG THE GRANTORS AND THE SECURED PARTIES.
11.13
Additional Grantors.
Each Subsidiary of the Company that is required to
become a party to this Agreement pursuant to any Note Document shall become a
Grantor for all purposes of this Agreement upon execution and delivery by such
Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.
11.14
Releases; Termination of Security Interests.
(a)
The Liens on the