UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
12.13.
Submission To Jurisdiction; Waivers.
Each of Parent,
Holdings and each Borrower hereby irrevocably and unconditionally:
(A)
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;
(B)
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 COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(C)
IN THE CASE OF EACH FOREIGN SUBSIDIARY BORROWER, SUCH FOREIGN
SUBSIDIARY BORROWER HEREBY IRREVOCABLY DESIGNATES HOLDINGS (AND HOLDINGS HEREBY
IRREVOCABLY ACCEPTS SUCH DESIGNATION) AS ITS AGENT TO RECEIVE SERVICE OF PROCESS
IN ANY SUCH ACTION OR PROCEEDING, AND AGREES THAT SUCH SERVICE UPON HOLDINGS
SHALL BE EFFECTIVE WHETHER OR NOT HOLDINGS SHALL INFORM SUCH FOREIGN SUBSIDIARY
BORROWER THEREOF;
(D)
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, TO PARENT OR HOLDINGS, AS
THE CASE MAY BE, (AND, IN THE CASE OF ANY FOREIGN SUBSIDIARY BORROWER, TO SUCH
FOREIGN SUBSIDIARY BORROWER C/O HOLDINGS) AT ITS ADDRESS SET FORTH IN SECTION
12.2 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN
NOTIFIED PURSUANT THERETO;
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(E)
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
(F)
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 SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
12.14.
Acknowledgments.
Each of Parent, Holdings and each
Borrower hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
NEITHER ANY ARRANGER, ANY AGENT NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO PARENT, HOLDINGS OR ANY BORROWER ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE
RELATIONSHIP BETWEEN THE ARRANGERS, THE AGENTS AND THE LENDERS, ON ONE HAND, AND
PARENT, HOLDINGS AND THE BORROWERS, ON THE OTHER HAND, IN CONNECTION HEREWITH OR
THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR; AND
(C)
NO JOINT VENTURE IS CREATED HEREBY