executive officer of such Assignor stating
that the release of the respective Collateral is permitted pursuant to such
Section 8.04(a) or (b).
(d)
The Assignee shall have no liability whatsoever to any other Secured
Creditor as a result of any release of Collateral by it in accordance with this
Section 8.04.
Section 8.05
Governing Law. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
EACH PARTY TO THIS
AGREEMENT IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
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AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK IN EACH CASE WHICH ARE LOCATED IN THE CITY OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH ASSIGNOR HEREBY
FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL
JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE
AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
ASSIGNOR.
EACH ASSIGNOR HEREBY IRREVOCABLY WAIVESANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT TO WHICH SUCH ASSIGNOR IS A PARTY BROUGHT IN THE COURTS REFERRED
TO IN THIS SECTION 8.05 AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Section 8.06
Additional Assignors. Pursuant to
Section 7.11 of the Credit Agreement, certain new direct or indirect
Subsidiaries (whether by acquisition, creation or "designation") of any Assignor
are required to enter into this Agreement by executing and delivering in favor
of the Collateral Agent a Joinder Agreement.
Upon the execution and delivery of
a Joinder Agreement by each such new Subsidiary, such Subsidiary shall become an
Assignor hereunder with the same force and effect as if originally named as an
Assignor herein.
The execution and delivery of any instrument adding an
additional Assignor as a party to this Agreement shall not require the consent
of any Assignor hereunder.
The rights and obligations of each Assignor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Assignor hereunder.
Section 8.07
Miscellaneous.
(a)
This Agreement is a Credit Document. This
Agreement may be executed in any number of counterparts each of which shall be
an original, but all