BANKRUPTCY COURT
WITH RESPECT TO MATTERS RELATING HERETO.
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 OR ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR 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 BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, 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 OR, AS APPLICABLE, THE U.S. BANKRUPTCY 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 9.01.
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 9.16. CERTAIN RELATIONSHIPS.
NOTHING CONTAINED IN THIS AGREEMENT AND NO
ACTION TAKEN BY ANY THE ADMINISTRATIVE AGENT OR ANY LENDER PURSUANT HERETO SHALL
BE DEEMED TO CONSTITUTE THE ADMINISTRATIVE AGENT OR THE LENDERS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR OTHER ENTITY.
NONE OF THE ADMINISTRATIVE
AGENT OR THE LENDERS HAS ANY FIDUCIARY RELATIONSHIP WITH OR ANY FIDUCIARY DUTY
TO SSCC OR THE BORROWER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE ADMINISTRATIVE
AGENT AND THE LENDERS, ON THE ONE HAND, AND THE BORROWER, ON THE OTHER HAND, IN
CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR.
SECTION 9.17. USA PATRIOT ACT.
EACH LENDER AND THE ADMINISTRATIVE AGENT (FOR
ITSELF AND NOT ON BEHALF OF ANY LENDER) SUBJECT TO THE REQUIREMENTS OF THE USA
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "ACT") HEREBY NOTIFIES EACH LOAN PARTY THAT PURSUANT TO THE ACT IT IS
REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES SUCH LOAN
PARTY, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF SUCH LOAN PARTY AND
OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY SUCH LOAN PARTY IN ACCORDANCE WITH THE ACT.
SECTION 9.18. CONCERNING THE INTERCREDITOR AGREEMENT.
THE LENDERS ACKNOWLEDGE
THAT THE REVOLVING FACILITY IS SECURED BY LIENS ON THE TERM FACILITY COLLATERAL
AND THE REVOLVING FACILITY COLLATERAL AND THAT THE PERMITTED SECOND LIEN NOTES
WILL BE SECURED BY LIENS ON