TO ANY PLEDGOR, ADDRESSED TO IT AT THE ADDRESS OF THE
US BORROWER SET FORTH IN THE CREDIT AGREEMENT AND AS TO THE COLLATERAL AGENT,
ADDRESSED TO IT AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT, OR IN EACH
CASE AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN
NOTICE TO THE OTHER PARTY COMPLYING AS TO DELIVERY WITH THE TERMS OF THIS
SECTION 11.6.
SECTION 11.7.
GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
SECTIONS 10.09 AND 10.10 OF THE CREDIT AGREEMENT
ARE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS IF A PART HEREOF.
SECTION 11.8.
SEVERABILITY OF PROVISIONS.
ANY PROVISION HEREOF WHICH
IS INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY
OTHER JURISDICTION.
SECTION 11.9.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT AND ANY
AMENDMENTS, WAIVERS, CONSENTS OR SUPPLEMENTS HERETO MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 11.10.
BUSINESS DAYS.
IN THE EVENT ANY TIME PERIOD OR ANY DATE
PROVIDED IN THIS AGREEMENT ENDS OR FALLS ON A DAY OTHER THAN A BUSINESS DAY,
THEN SUCH TIME PERIOD SHALL BE DEEMED TO END AND SUCH DATE SHALL BE DEEMED TO
FALL ON THE NEXT SUCCEEDING BUSINESS DAY, AND PERFORMANCE HEREIN MAY BE MADE ON
SUCH BUSINESS DAY, WITH THE SAME FORCE AND EFFECT AS IF MADE ON SUCH OTHER DAY.
SECTION 11.11.
NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION.
SUCH
PLEDGOR SHALL NOT BE ENTITLED TO ANY CREDIT AGAINST THE PRINCIPAL, PREMIUM, IF
ANY, OR INTEREST PAYABLE UNDER
34
THE CREDIT AGREEMENT, AND SUCH PLEDGOR SHALL NOT BE ENTITLED TO ANY CREDIT
AGAINST ANY OTHER SUMS WHICH MAY BECOME PAYABLE UNDER THE TERMS THEREOF OR
HEREOF, BY REASON OF THE PAYMENT OF ANY TAX ON THE PLEDGED COLLATERAL OR ANY
PART THEREOF.
SECTION 11.12.
NO CLAIMS AGAINST COLLATERAL AGENT.
NOTHING CONTAINED
IN THIS AGREEMENT SHALL CONSTITUTE ANY CONSENT OR REQUEST BY THE COLLATERAL
AGENT, EXPRESS OR IMPLIED, FOR THE PERFORMANCE OF ANY LABOR OR SERVICES OR THE
FURNISHING OF ANY MATERIALS OR OTHER PROPERTY IN RESPECT OF THE PLEDGED
COLLATERAL OR ANY PART THEREOF, NOR AS GIVING ANY PLEDGOR ANY RIGHT, POWER OR
AUTHORITY TO CONTRACT FOR OR PERMIT THE PERFORMANCE OF ANY LABOR OR SERVICES OR
THE FURNISHING OF ANY MATERIALS OR OTHER PROPERTY IN SUCH FASHION AS WOULD
PERMIT THE MAKING OF ANY CLAIM AGAINST THE COLLATERAL AGENT IN RESPECT THEREOF
OR ANY CLAIM THAT ANY LIEN BASED ON THE PERFORMANCE OF SUCH LABOR OR SERVICES OR
THE FURNISHING OF ANY SUCH MATERIALS OR OTHER PROPERTY IS PRIOR TO THE LIEN
HEREOF.
SECTION 11.13.
NO RELEASE.
NOTHING