OF ANY JUDGMENT. 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
49
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR
ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(e)
NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, ANY
OTHER LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL,
REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF
ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF
OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND
EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM
FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED
TO EXIST IN ITS FAVOR.
(f)
CONSENT TO SERVICE OF PROCESS.
EACH FOREIGN LOAN PARTY
HEREBY IRREVOCABLY DESIGNATES, APPOINTS, AUTHORIZES AND EMPOWERS BORROWER AS ITS
AGENT FOR SERVICE OF PROCESS AT ITS OFFICES LOCATED AT 10 NORTH PARK PLACE,
SUITE 201 MORRISTOWN, NJ 07960 (OR SUCH OTHER OFFICE OF BORROWER LOCATED IN THE
UNITED STATES AND NOTIFIED TO AGENT AND THE LENDERS IN WRITING FROM TIME TO TIME
FOR PURPOSES OF THIS SECTION 12(F) AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE
EFFECTIVENESS OF SUCH CHANGE IN OFFICES FOR PURPOSES OF THIS SECTION 12(F)) TO
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS,
NOTICES OR OTHER DOCUMENTS THAT MAY BE SERVED IN ANY SUIT, ACTION OR PROCEEDING
RELATING HERETO IN THE BANKRUPTCY COURT OR ANY NEW YORK COURT.
13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
13.1
Assignments and Participations.
(a)
(i) Subject to the conditions set forth in clause (a)(ii)
below, any Lender may assign and delegate all or any portion of its rights and
duties under the Loan Documents (including the Obligations owed to it and its
Commitments) to one or more assignees (each, an "Assignee"), with the prior
written consent (such consent not be unreasonably withheld or delayed) of:
(A)
the Borrower in its sole discretion so long as the Stalking Horse Sale
Agreement is in full force and effect; provided that no such consent of the
Borrower shall be required in connection with an assignment or delegation by any
Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of
such Lender; and
(B)
Agent.
(ii)
Assignments shall be subject to the following additional
conditions:
A.
no assignment may be made to a natural person,
B.
no assignment may be made to a Loan Party or