SUBJECT TO, IN ADDITION TO SECTION 11.11 AND THIS SECTION 11.12,
SEPARATE TERMS AND CONDITIONS POSTED OR REFERENCED IN SUCH E-SYSTEM AND RELATED
CONTRACTUAL OBLIGATIONS EXECUTED BY SECURED PARTIES AND GROUP MEMBERS IN
CONNECTION WITH THE USE OF SUCH E-SYSTEM.
(D)
LIMITATION OF LIABILITY.
ALL E-SYSTEMS AND ELECTRONIC
TRANSMISSIONS SHALL BE PROVIDED "AS IS" AND "AS AVAILABLE".
NONE OF THE
ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY,
ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION, AND EACH
DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.
NO WARRANTY OF ANY
KIND IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS IN
CONNECTION WITH ANY E‐SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS.
EACH OF
HOLDINGS, THE BORROWER AND EACH SECURED PARTY AGREES (AND EACH OF HOLDINGS AND
THE BORROWER SHALL CAUSE EACH OTHER LOAN PARTY TO AGREE) THAT THE ADMINISTRATIVE
AGENT HAS NO RESPONSIBILITY FOR MAINTAINING OR PROVIDING ANY EQUIPMENT,
SOFTWARE, SERVICES OR ANY TESTING REQUIRED IN CONNECTION WITH ANY ELECTRONIC
TRANSMISSION OR OTHERWISE REQUIRED FOR ANY E-SYSTEM.
SECTION 11.13
GOVERNING LAW.
THIS AGREEMENT, EACH OTHER LOAN DOCUMENT THAT
DOES NOT EXPRESSLY SET FORTH ITS APPLICABLE LAW, AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO AND THERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 11.14
JURISDICTION.
(A)
SUBMISSION TO JURISDICTION.
ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW
YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT
NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT TO
COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION
TO THE EXTENT THE ADMINISTRATIVE AGENT DETERMINES THAT SUCH ACTION IS NECESSARY
OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS.
THE
PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH
OTHER LOAN PARTY) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING
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OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
JURISDICTIONS.
(B)
SERVICE OF PROCESS.
EACH OF HOLDINGS AND BORROWER (AND, TO
THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER LOAN PARTY) HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS,
NOTICES AND OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND
CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR