DOCUMENTS REPRESENT
THE ENTIRE AGREEMENT OF EACH OF THE LOAN PARTIES PARTY HERETO, THE AGENTS, THE
ISSUING BANK AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND
THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY ANY OF THE
LOAN PARTIES PARTY HERETO, THE ADMINISTRATIVE AGENT OR ANY LENDER RELATIVE TO
THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN
THE OTHER LOAN DOCUMENTS.
10.12
GOVERNING LAW.
THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO
THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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10.13
SUBMISSION TO JURISDICTION; WAIVERS.
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(I)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT
IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(II)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(III)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, IN THE CASE OF THE
PARENT BORROWER, TO THE PARENT BORROWER (OR, IN THE CASE OF ANY FOREIGN
SUBSIDIARY BORROWER, AS SPECIFIED IN PARAGRAPH (B)), THE APPLICABLE LENDER OR
THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AT THE ADDRESS SPECIFIED IN
SUBSECTION 10.2 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT, ANY
SUCH LENDER AND ANY SUCH BORROWER SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(IV)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION; AND
(V)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN
THIS SUBSECTION ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.
(B)
UPON ANY FOREIGN SUBSIDIARY BECOMING A FOREIGN SUBSIDIARY BORROWER
IN ACCORDANCE WITH SUBSECTION
10.1(F), SUCH FOREIGN SUBSIDIARY BORROWER HEREBY AGREES TO IRREVOCABLY AND
UNCONDITIONALLY APPOINT AN AGENT FOR SERVICE OF PROCESS LOCATED