AGREEMENTS OR INSTRUMENTS
ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 11. JURISDICTION; JURY TRIAL WAIVER.
(a) EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS
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AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN THE STATE OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY EXPRESSLY SUBMITS
TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF
AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS
ARE AN INCONVENIENT FORUM.
EACH GRANTOR HEREBY IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS
SET FORTH IN THE CREDIT AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS
AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ADMINISTRATIVE
AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY GRANTOR IN ANY OTHER JURISDICTION.
(b) EACH GRANTOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.
EACH GRANTOR (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ADMINISTRATIVE AGENT AND EACH SECURED PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT ADMINISTRATIVE AGENT AND EACH SECURED PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II)
ACKNOWLEDGES THAT ADMINISTRATIVE AGENT AND EACH SECURED PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT, AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS
PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
SECTION 12. Counterparts; Integration.
Facsimile or electronic transmission of any executed original document and/or
retransmission of any executed facsimile or electronic transmission shall be
deemed to be the same as the delivery of an executed original.
At the request
of any party hereto, the other parties hereto shall confirm facsimile or
electronic transmission by executing duplicate original documents and delivering
the same to the requesting party or parties.
This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
This
Agreement constitutes the entire agreement and understanding among the parties
hereto and supersede any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.
SECTION 13. Headings.
Headings and captions used in this Agreement are included for convenience of
reference and shall not be given any substantive effect.
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SECTION 14. General Terms and Conditions.
In addition to and without limitation of any of the