AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND NEITHER LIMIT NOR AMPLIFY THE PROVISIONS
OF THIS AGREEMENT.
SECTION 7.10.
INTEGRATION.
THIS AGREEMENT COMPRISES THE COMPLETE AND
INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON SUCH SUBJECT MATTER.
SECTION 7.11.
GOVERNING LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
UNLESS OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ANY OTHER CONFLICTS OF LAW PRINCIPLES THEREOF.
SECTION 7.12.
JURISDICTION AND VENUE.
(a)
Jurisdiction.
Each Grantor party hereto hereby irrevocably
consents to the personal jurisdiction of the state and federal courts located in
New York, New York (and any courts from which an appeal from any of such courts
must or may be taken), in any action, claim or other proceeding arising out of
any dispute in connection with this Agreement and the other Loan Documents, any
rights or obligations hereunder or thereunder, or the performance of such rights
and obligations.
Each Grantor party hereto hereby irrevocably consents to the
service of a summons and complaint and other process in any action, claim or
proceeding brought by the Administrative Agent or any Lender in connection with
this Agreement or the other Loan Documents, any rights or obligations hereunder
or thereunder, or the performance of such rights and obligations, on behalf of
itself or its property, in the manner specified in Section 7.2.
Nothing in this
Section shall affect the right of the Administrative Agent or any Lender to
serve
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legal process in any other manner permitted by Applicable Law or affect the
right of the Administrative Agent or any Lender to bring any action or
proceeding against any Grantor or its respective properties in the courts of any
other jurisdictions.
(b)
Venue.
Each Grantor party hereto hereby irrevocably waives any
objection it may have now or in the future to the laying of venue in the
aforesaid jurisdiction in any action, claim or other proceeding arising out of
or in connection with this Agreement, any other Loan Document or the rights and
obligations of the parties hereunder or thereunder.
Each Grantor party hereto
irrevocably waives, in connection with such action, claim or proceeding, any
plea or claim that the action, claim or other proceeding has been brought in an
inconvenient forum.
SECTION 7.13.
ACKNOWLEDGEMENTS.
(A)
EACH GRANTOR HEREBY ACKNOWLEDGES THAT:
(I) IT HAS BEEN ADVISED BY
COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, (II) NEITHER THE ADMINISTRATIVE
AGENT NOR ANY LENDER HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO ANY GRANTOR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE GRANTORS, ON THE ONE HAND, AND THE
ADMINISTRATIVE AGENT