EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
RIGHT THAT THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(B)
EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT REFERRED TO IN
PARAGRAPH (C) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 9.15 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.
SECTION 8.12.
TERMINATION. (A)
THIS AGREEMENT AND THE SECURITY
INTERESTS (I) SHALL AUTOMATICALLY TERMINATE WHEN (A) ALL THE OBLIGATIONS (OTHER
THAN CONTINGENT INDEMNIFICATION OBLIGATIONS NOT THEN CLAIMED OR DUE) HAVE BEEN
PAID IN FULL, (B) THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE
CREDIT AGREEMENT OR TO ISSUE OR PARTICIPATE IN LETTERS OF CREDIT AND (C) THE LC
EXPOSURE HAS BEEN REDUCED TO ZERO (AT WHICH TIME THE COLLATERAL AGENT SHALL
EXECUTE AND DELIVER TO THE GRANTORS, AT THE GRANTORS' EXPENSE, ALL UCC
TERMINATION STATEMENTS AND OTHER DOCUMENTS WHICH THE GRANTORS SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION) AND (II) SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME ANY PAYMENT IN RESPECT
OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE BE RESTORED BY ANY SECURED
PARTY UPON ANY BANKRUPTCY OR REORGANIZATION OF ANY GRANTOR OR OTHERWISE. ANY
EXECUTION AND DELIVERY OF TERMINATION STATEMENTS OR DOCUMENTS PURSUANT TO THIS
SECTION 8.12(A) SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE COLLATERAL
AGENT. A SUBSIDIARY GUARANTOR SHALL AUTOMATICALLY BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER AND THE SECURITY INTERESTS IN THE COLLATERAL OF SUCH
SUBSIDIARY GUARANTOR SHALL BE AUTOMATICALLY RELEASED IN THE EVENT THAT THE
EQUITY INTERESTS OF SUCH SUBSIDIARY GUARANTOR SHALL BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO A