THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS AGAINST ANY LOAN PARTY OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.
(B)
EACH OF SSCC AND THE BORROWERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT.
EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 11.01.
NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
SECTION 11.17.
FLORIDA REAL PROPERTY.
THE PARTIES HERETO HEREBY ACKNOWLEDGE
THAT THE REVOLVING LOANS, THE SWINGLINE LOANS AND REVOLVING (CANADIAN) LOANS ARE
SECURED BY REAL AND PERSONAL PROPERTY LOCATED BOTH INSIDE AND OUTSIDE THE STATE
OF FLORIDA AND HEREBY AGREE THAT FOR PURPOSES OF CALCULATING INTANGIBLE TAXES
DUE UNDER SECTION 199.133, FLORIDA STATUTES, THE FIRST AMOUNTS ADVANCED AS
REVOLVING LOANS, SWINGLINE LOANS AND REVOLVING (CANADIAN) LOANS SHALL BE DEEMED
TO BE THE PORTION ALLOCABLE TO THE COLLATERAL CONSISTING OF REAL PROPERTY
LOCATED IN THE STATE OF FLORIDA, AND SUCH PORTION ALLOCABLE TO SUCH COLLATERAL
SHALL ALSO BE DEEMED TO BE THE LAST TO BE REPAID
143
UNDER THE TERMS HEREOF.
NOTHING HEREIN SHALL LIMIT ANY SECURED PARTY'S RIGHT TO
RECOVER OR REALIZE FROM THE COLLATERAL LOCATED IN THE STATE OF FLORIDA AMOUNTS
IN EXCESS OF THAT ALLOCATED TO THE REVOLVING LOANS, SWINGLINE LOANS OR REVOLVING
(CANADIAN) LOANS OR TO APPLY AMOUNTS SO RECOVERED OR REALIZED AGAINST THE
OBLIGATIONS IN SUCH ORDER AS THE AGENT NAMED IN THE APPLICABLE SECURITY FILING
SHALL DETERMINE IN ITS SOLE DISCRETION.
SECTION 11.18.
JUDGMENT CURRENCY.
(A)
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 10.03, THE BORROWERS' OBLIGATIONS HEREUNDER AND THE BORROWERS' AND THE
OTHER LOAN PARTIES' OBLIGATIONS UNDER THE OTHER LOAN DOCUMENTS TO MAKE PAYMENTS
IN U.S. DOLLARS OR IN CANADIAN DOLLARS (THE "OBLIGATION CURRENCY") SHALL NOT BE
DISCHARGED OR SATISFIED BY ANY TENDER OR RECOVERY PURSUANT TO ANY JUDGMENT
EXPRESSED IN OR CONVERTED INTO ANY CURRENCY OTHER THAN THE