ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.12
SUBMISSION TO JURISDICTION; WAIVERS.
EACH GRANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY:
25
(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)
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 such Grantor at its
address referred to in Section 8.2 or at such other address of which the
Administrative 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
(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 8.12 any 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 ADMINISTRATIVE AGENT NOR ANY OTHER 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 ADMINISTRATIVE AGENT
AND OTHER 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
LENDERS OR AMONG THE GRANTORS AND THE SECURED PARTIES.
8.14
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
8.15
ADDITIONAL GRANTORS.
EACH SUBSIDIARY OF THE BORROWER THAT IS REQUIRED
TO BECOME A PARTY TO THIS AGREEMENT PURSUANT TO SUBSECTION 7.9 OF THE CREDIT
AGREEMENT SHALL BECOME A GRANTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON
EXECUTION AND