BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH GRANTOR AT ITS
ADDRESS REFERRED TO IN SECTION 8.2 OR AT SUCH OTHER ADDRESS OF WHICH THE AGENT
SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(D)
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
16
(E)
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.
8.13
ACKNOWLEDGEMENTS.
Each Grantor hereby acknowledges that:
(A)
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;
(B)
NEITHER THE AGENT NOR ANY SECURED PARTY 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 AGENT AND SECURED PARTIES, ON THE OTHER
HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR;
AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
SECURED PARTIES OR AMONG THE GRANTORS AND THE SECURED PARTIES;
(D)
THE AGENT MAY AT ANY TIME AND FROM TIME TO TIME APPOINT A
COLLATERAL AGENT TO MAINTAIN ANY OF THE COLLATERAL, MAINTAIN BOOKS AND RECORDS
REGARDING ANY COLLATERAL, RELEASE COLLATERAL, AND ASSIST IN ANY ASPECT ARISING
IN CONNECTION WITH THE COLLATERAL AS AGENT MAY DESIRE; AND THE AGENT MAY APPOINT
ITSELF, ANY AFFILIATE OR A THIRD PARTY AS THE COLLATERAL AGENT, AND ALL
REASONABLE COSTS OF THE COLLATERAL AGENT SHALL BE BORNE BY THE GRANTORS;
(E)
THE DEFINED TERM OBLIGATIONS HAS BEEN AMENDED PURSUANT TO
AMENDMENT NO. 1, AND ACCORDINGLY, THE GUARANTEED INDEBTEDNESS (AS DEFINED IN THE
GUARANTY AGREEMENT) GUARANTEED BY EACH GRANTOR AND THE SECURED OBLIGATIONS (AS
DEFINED IN EACH OF THE OTHER LOAN DOCUMENTS) HAVE LIKEWISE BEEN AMENDED TO
REFLECT THE AMENDMENT TO THE TERM OBLIGATIONS AS IDENTIFIED ABOVE;
(F)
THE COMMITMENTS HAVE BEEN AMENDED BY AMENDMENT NO. 1 AND
ACCORDINGLY, THE NOTES HAVE BEEN AMENDED AND RESTATED TO REFLECT THE AMENDED
COMMITMENTS;
(G)
IT REAFFIRMS ALL OF ITS OBLIGATIONS AND AGREEMENTS SET FORTH IN
THE GUARANTY AGREEMENT, THE SECURITY AGREEMENT, THE PLEDGE AGREEMENT, THE
MORTGAGES AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH AS
AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED TO AND INCLUDING THE EFFECTIVE DATE
OF AMENDMENT NO. 1 (THE "EFFECTIVE DATE"); AND
(H)
FROM AND AFTER THE EFFECTIVE DATE, ALL LOAN DOCUMENTS SHALL BE IN
SUPPORT OF AND SHALL SECURE THE OBLIGATIONS AS DEFINED IN THE CREDIT AGREEMENT
AS AMENDED BY AMENDMENT NO. 1, AND AS