LOAN DOCUMENTS WILL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 10.8.
SUBMISSION TO JURISDICTION.
EACH CREDIT
PARTY, ADMINISTRATIVE AGENT AND THE LENDERS HEREBY (A) AGREES THAT ANY ACTION
WITH RESPECT TO ANY LOAN DOCUMENT MAY BE BROUGHT ONLY IN THE NEW YORK STATE
COURTS SITTING IN NEW YORK COUNTY OR FEDERAL COURTS OF THE UNITED STATES OF
AMERICA SITTING IN THE SOUTHERN DISTRICT OF NEW YORK AND NEW YORK COUNTY,
(B) ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (C) IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION IN THOSE JURISDICTIONS, AND
(D) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE COURTS REFERRED
TO ABOVE IN ANY ACTION BY THE MAILING OF COPIES OF THE PROCESS TO THE PARTIES
HERETO AS PROVIDED IN SECTION 10.2.
SERVICE EFFECTED AS PROVIDED IN THIS MANNER
WILL BECOME EFFECTIVE TEN (10) CALENDAR DAYS AFTER THE MAILING OF THE PROCESS.
SECTION 10.9.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES ON
SEPARATE COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE
DEEMED TO BE AN ORIGINAL, AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL
CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART
OF THIS AGREEMENT BY FACSIMILE OR A SCANNED COPY BY ELECTRONIC MAIL SHALL BE
EQUALLY AS EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART OF THIS
AGREEMENT.
SECTION 10.10.
GOVERNING LAW.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AND ALL CLAIMS, DISPUTES AND MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO, WILL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT
STATE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PROVISIONS.
SECTION 10.11.
WAIVER OF JURY.
THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION,
OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED
ON CONTRACT, TORT, OR ANY OTHER THEORY).
EACH PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, ADMINISTRATIVE 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 HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 10.12.
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION OF
THIS AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF