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reasonable efforts to facilitate an assignment pursuant to subparagraph
(A) above and (2) in the event that such Protesting Lender's Commitments are
assigned or terminated pursuant to this Section 10.9(b)(iii), the Borrower shall
pay, or shall cause any applicable Subsidiary Borrower to pay, to such
Protesting Lender on demand in immediately available funds an amount equal to
the principal amount of Loans and/or Letter of Credit reimbursement obligations,
accrued interest thereon, accrued fees and all other amounts owed to it by the
Borrower or any Subsidiary Borrower hereunder; provided that in the case of an
assignment pursuant to subparagraph (A) above, the Borrower and any Subsidiary
Borrower shall not be obligated to pay to the Protesting Lender amounts in
respect of the principal amount of Loans or any Letter of Credit reimbursement
obligations.
SECTION 10.10. Severability.
Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 10.11. SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
(a) EACH OF THE BORROWER AND EACH SUBSIDIARY BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW
YORK LOCATED IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY
SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF BROUGHT BY THE ADMINISTRATIVE AGENT, A REVOLVING
ISSUING LENDER OR A LENDER. EACH OF THE BORROWER AND EACH SUBSIDIARY BORROWER TO
THE EXTENT PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN SUCH COURTS, ANY CLAIM THAT IT IS NOT SUBJECT
PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS
EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (B) HEREBY WAIVES THE RIGHT
TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS
EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME
SUBJECT MATTER. EACH OF THE BORROWER AND EACH SUBSIDIARY BORROWER HEREBY
CONSENTS TO SERVICE OF PROCESS BY MAIL AT ITS ADDRESS TO WHICH NOTICES ARE TO BE
GIVEN PURSUANT TO SECTION 10.1. EACH OF THE BORROWER AND EACH SUBSIDIARY
BORROWER AGREES THAT ITS SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE ADMINISTRATIVE AGENT,
EACH REVOLVING ISSUING LENDER AND THE LENDERS. FINAL JUDGMENT AGAINST THE
BORROWER