Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
Section 11.09. Headings. The Article and Section headings in this Agreement are
for convenience of reference only and shall not affect the interpretation
hereof.
Section 11.10. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 11.11. WAIVER OF JURY TRIAL. THE PARTIES HERETO KNOWINGLY, VOLUNTARILY
AND EXPRESSLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ENFORCING OR DEFENDING RIGHTS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY ACKNOWLEDGES THAT
THE PROVISIONS OF THIS SECTION 11.11 HAVE BEEN BARGAINED FOR AND THAT IT HAS
BEEN REPRESENTED BY COUNSEL IN CONNECTION THEREWITH.
Section 11.12. CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY: (I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OPERATIVE DOCUMENT, OR FOR
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND APPELLATE COURTS FROM ANY THEREOF; (II) CONSENTS THAT ANY SUCH ACTION OR
PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME; (III) APPOINTS CT CORPORATION SYSTEM
WHICH CURRENTLY MAINTAINS A NEW YORK CITY OFFICE AT 111 EIGHTH AVENUE, 13TH
FLOOR, NEW YORK, NEW YORK, 10011, UNITED STATES, AS ITS AGENT TO RECEIVE SERVICE
OF PROCESS AND AGREES, SO LONG AS THE COMPANY HAS ANY OBLIGATION UNDER THIS
AGREEMENT OR THE OPERATIVE DOCUMENTS, THAT IT WILL MAINTAIN A DULY APPOINTED
AGENT IN NEW YORK CITY FOR THE SERVICE OF SUCH PROCESS OR SUMMONS, AND FURTHER
AGREES THAT IF IT FAILS TO MAINTAIN SUCH AN AGENT, ANY SUCH PROCESS OR SUMMONS
MAY BE SERVED BY MAILING A COPY THEREOF BY REGISTERED MAIL, OR A FORM OF MAIL
SUBSTANTIALLY EQUIVALENT THERETO, ADDRESSED TO IT AT ITS ADDRESS SET FORTH IN OR
DESIGNATED PURSUANT TO SECTION 11.04 HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 10
DAYS AFTER SUCH MAILING; AND (IV) AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
Section 11.13. No Recourse. The Company's obligations hereunder are intended to
be the obligations of the limited partnership and of the corporation which is
the General Partner only and no recourse for