SUBMISSION TO JURISDICTION; WAIVERS.
(A)
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY TO THIS
AGREEMENT WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN NEW YORK, NEW
YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT
OR ANY OF
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THE OTHER LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE.
EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS
SPECIFIED ON THE SIGNATURE PAGES HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN
(10) DAYS AFTER SUCH MAILING.
EACH LOAN PARTY, EACH ISSUING LENDER, THE
ADMINISTRATIVE AGENT, AND EACH LENDER IRREVOCABLY WAIVES (A) TRIAL BY JURY IN
ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND (B) ANY OBJECTION (INCLUDING 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 SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY LOAN PARTY TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE
COURTS OF ANY OTHER JURISDICTION.
SECTION 9.11.
PERFORMANCE OF OBLIGATIONS.
EACH LOAN PARTY AGREES THAT THE
ADMINISTRATIVE AGENT, THE ISSUING LENDERS AND THE LENDERS, OR ANY ONE OR MORE OF
THEM, MAY, BUT SHALL HAVE NO OBLIGATION TO, MAKE ANY PAYMENT OR PERFORM ANY ACT
REQUIRED OF SUCH LOAN PARTY UNDER ANY LOAN DOCUMENT OR TAKE ANY OTHER ACTION
WHICH SUCH PARTY IN ITS DISCRETION DEEMS NECESSARY OR DESIRABLE TO PROTECT OR
PRESERVE THE COLLATERAL, INCLUDING ANY ACTION TO PAY OR DISCHARGE TAXES, LIENS,
SECURITY INTERESTS OR OTHER ENCUMBRANCES LEVIED OR PLACED ON OR THREATENED
AGAINST ANY COLLATERAL.
SECTION 9.12.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS
COUNSEL HAVE REVIEWED AND REVISED THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND THAT THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE
TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE
INTERPRETATION OF THE LOAN DOCUMENTS OR ANY AMENDMENTS OR EXHIBITS THERETO.
SECTION 9.13.
GOVERNING LAW.
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS (UNLESS
ANY SUCH LOAN DOCUMENT EXPRESSLY PROVIDES OTHERWISE), AND THE LETTERS OF CREDIT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES (OTHER THAN THE
PROVISIONS