TERMINATION FOR ANY REASON
OF THE APPOINTMENT OF THE INITIAL PROCESS COLLATERAL AGENT. IN ANY ACTION OR
PROCEEDING IN A NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK,
SUCH SERVICE MAY BE MADE ON SUCH FOREIGN PLEDGOR BY DELIVERING A COPY OF SUCH
PROCESS TO SUCH FOREIGN PLEDGOR IN CARE OF THE PROCESS COLLATERAL AGENT AT SUCH
PROCESS COLLATERAL AGENT'S ABOVE ADDRESS AND BY DEPOSITING A COPY OF SUCH
PROCESS IN THE MAILS BY CERTIFIED OR REGISTERED AIR MAIL, ADDRESSED TO SUCH
FOREIGN PLEDGOR AT ITS ADDRESS REFERRED TO IN SECTION 8.2 (SUCH SERVICE TO BE
EFFECTIVE UPON SUCH RECEIPT BY THE PROCESS
35
Collateral Agent and the depositing of such process in the mails as aforesaid).
Such Foreign Pledgor hereby irrevocably and unconditionally authorizes and
directs such Process Collateral Agent to accept such service on its behalf.
(B)
TO THE EXTENT THAT SUCH FOREIGN PLEDGOR HAS OR HEREAFTER ACQUIRES
ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM ANY LEGAL ACTION, SUIT OR PROCEEDING,
FROM JURISDICTION OF ANY COURT OR FROM SET-OFF OR ANY LEGAL PROCESS (WHETHER
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) WITH RESPECT TO ITSELF OR ANY
OF ITS PROPERTY, SUCH FOREIGN PLEDGOR HEREBY IRREVOCABLY WAIVES AND AGREES NOT
TO PLEAD OR CLAIM SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
(C)
THE OBLIGATIONS OF SUCH FOREIGN PLEDGOR SHALL, NOTWITHSTANDING ANY
JUDGMENT IN A CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN DOLLARS, BE
DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE
COLLATERAL AGENT OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY,
COLLATERAL AGENT MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES PURCHASE
DOLLARS WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF DOLLARS SO PURCHASED IS
LESS THAN THE SUM ORIGINALLY DUE TO COLLATERAL AGENT IN DOLLARS, SUCH FOREIGN
PLEDGOR AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT,
TO INDEMNIFY COLLATERAL AGENT AGAINST SUCH LOSS, AND IF THE AMOUNT OF DOLLARS SO
PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO COLLATERAL AGENT, COLLATERAL AGENT
AGREES TO REMIT TO SUCH FOREIGN PLEDGOR, SUCH EXCESS.
8.16
Survival of Representations and Warranties. All representations and
warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement.
8.17
WAIVER OF JURY TRIAL. EACH PLEDGOR, THE COLLATERAL AGENT AND, BY
ACCEPTANCE OF THE BENEFITS HEREOF, EACH OTHER SECURED PARTY, HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, 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