if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply. Each Lender hereby agrees and acknowledges that, with regard to
any assignment and acceptance necessary to effectuate any assignment of such
Lender's interests hereunder in the circumstances contemplated by this Section
11.13, consent to such assignment and acceptance shall have been deemed to have
been given if such Lender has not responded within one Business Day of a request
for such consent.
Section 11.14
Governing Law; Jurisdiction; Etc.
155
(a)
Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ALL CLAIMS
OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED
UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THERETO OR THE NEGOTIATION,
EXECUTION OR PERFORMANCE HEREOF OR THEREOF OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, UNLESS OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT (I) THE INTERPRETATION OF THE DEFINITION OF "PRIVATE
BRANDS BUSINESS MATERIAL ADVERSE EFFECT" AND WHETHER OR NOT A "PRIVATE BRANDS
BUSINESS MATERIAL ADVERSE EFFECT" HAS OCCURRED, (II) THE DETERMINATION OF THE
ACCURACY OF ANY SPECIFIED TRANSACTION AGREEMENT REPRESENTATIONS AND WHETHER AS A
RESULT OF ANY INACCURACY THEREOF THE CO-CONTRIBUTOR (OR ITS AFFILIATES) HAVE THE
RIGHT TO TERMINATE ITS (OR THEIR) OBLIGATIONS UNDER THE PRIVATE BRANDS
TRANSACTION AGREEMENT OR TO DECLINE TO CONSUMMATE THE PRIVATE BRANDS TRANSACTION
(IN EACH CASE IN ACCORDANCE WITH THE TERMS OF THE PRIVATE BRANDS TRANSACTION
AGREEMENT) AS A RESULT OF A BREACH OF SUCH REPRESENTATION OR WARRANTY AND (III)
THE DETERMINATION OF WHETHER THE TRANSACTIONS CONTEMPLATED BY THE PRIVATE BRANDS
TRANSACTION AGREEMENT HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE
PRIVATE BRANDS TRANSACTION AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED SOLELY IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO ANY OTHER PRINCIPLES OF CONFLICTS OF LAW.
(b)
Submission to Jurisdiction. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE 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