BE CUMULATIVE AND NON-EXCLUSIVE AND SHALL BE IN ADDITION TO ALL OTHER
RIGHTS AND REMEDIES WHICH EITHER PARTY POSSESSES AT LAW OR IN EQUITY EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT.
11.6
INVALIDITY. IN THE EVENT THAT ANY ONE OR MORE OF
THE PROVISIONS OF THIS AGREEMENT SHALL BE DETERMINED TO BE INVALID,
UNENFORCEABLE OR ILLEGAL, SUCH INVALIDITY, UNENFORCEABILITY AND ILLEGALITY SHALL
NOT AFFECT ANY OTHER PROVISIONS OF THIS AGREEMENT, AND THE AGREEMENT SHALL BE
CONSTRUED AS IF SUCH INVALID, UNENFORCEABLE OR ILLEGAL PROVISIONS HAD NEVER BEEN
CONTAINED HEREIN.
11.7
FORCE MAJEURE. EXCLUSIVE OF KRAFT'S OBLIGATIONS
TO PAY FOR THE OPERATING EXPENSES AND OTHER EXPENSES ASSOCIATED WITH THE
AIRCRAFT, EACH PARTY SHALL BE RELIEVED OF ITS OBLIGATIONS HEREUNDER IN THE EVENT
AND TO THE EXTENT THAT THE PARTY'S PERFORMANCE IS DELAYED OR PREVENTED BY ANY
CAUSE REASONABLY BEYOND SUCH PARTY'S CONTROL, INCLUDING BUT NOT LIMITED TO, ACTS
OF GOD, PUBLIC ENEMIES, WAR, CIVIL DISORDER, FIRE, FLOOD, EXPLOSION, LABOR
DISPUTES OR STRIKES, OR ANY ACTS OR ORDER OF ANY GOVERNMENTAL AUTHORITY.
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11.8
WAIVER. NO DELAY OR OMISSION IN THE EXERCISE OR
ENFORCEMENT OF ANY RIGHT OR REMEDY HEREUNDER BY EITHER PARTY SHALL BE CONSTRUED
AS A WAIVER OF SUCH RIGHT OR REMEDY.
ALL REMEDIES, RIGHTS, UNDERTAKINGS,
OBLIGATIONS AND AGREEMENTS CONTAINED HEREIN SHALL BE CUMULATIVE AND NOT MUTUALLY
EXCLUSIVE.
11.9
ASSIGNMENT. NEITHER THIS AGREEMENT NOR ANY
PARTY'S INTEREST HEREIN SHALL BE ASSIGNABLE TO ANY OTHER PARTY WITHOUT THE
CONSENT OF THE OTHER PARTY. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO, THEIR HEIRS, REPRESENTATIVES AND SUCCESSORS.
11.10
CONFIDENTIALITY. MANAGER AND KRAFT SHALL NOT DISCLOSE
TO ANY THIRD PARTY (OTHER THAN THEIR RESPECTIVE AFFILIATES) IN ANY MANNER
INFORMATION REGARDING THE TERMS OF THIS AGREEMENT WITHOUT THE NON-DISCLOSING
PARTY'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL BE
PROHIBITED FROM MAKING ANY DISCLOSURES TO THE EXTENT REQUIRED BY LAW.
11.11
REVIEW OF RECORDS. EACH PARTY SHALL PERMIT THE OTHER,
UPON REASONABLE REQUEST, TO REVIEW ITS ACCOUNTING AND OTHER COST RECORDS
RELATING TO THE AIRCRAFT, SO THE OTHER PARTY CAN CONDUCT AN AUDIT OF SUCH
RECORDS AS THAT OTHER PARTY REASONABLY DEEMS NECESSARY.
ARTICLE TWELVE
APPLICABLE LAW
12.1
GOVERNING LAW AND JURISDICTION. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
WITHOUT LIMITING IN ANY WAY THE JURISDICTION OF THE COURTS OF ANY
STATE, NATION OR PROVINCE, OR MANAGER'S RIGHT TO INVOKE THE JURISDICTION OF SUCH
COURTS, KRAFT HEREBY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE UNITED
STATES OF AMERICA AND THE STATE OF NEW YORK IN ANY DISPUTE WHICH ARISES OUT OF
THIS AGREEMENT AND AGREES THAT SERVICE OF PROCESS SHALL BE SUFFICIENT IF MADE ON
THE SECRETARY OF STATE OF NEW YORK WITH A COPY TO BE SENT, BY REGISTERED MAIL,
TO KRAFT AT THE ADDRESS SET FORTH IN ARTICLE 11.3 ABOVE.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above