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9.12 Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and <br />unconditionally: <br />(a) submits for itself in any legal action or proceeding relating to this Agreement and the other <br />Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect <br />thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in New York <br />County, the courts of the United States of America for the Southern District of New York, and appellate <br />courts from any thereof, <br />(b) consents that any such action or proceeding may be brought in such courts and waives any <br />objection that it may now or hereafter have to the venue of any such action or proceeding in any such <br />court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or <br />claim the same; <br />(c) agrees that service of process in any such action or proceeding may be effected by mailing a <br />copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to <br />the Pledgor at its address referred to in Section 9.2 or at such other address of which the Administrative <br />Agent shall have been notified pursuant thereto; <br />(d) agrees that nothing herein shall affect the right to effect service of process in any other <br />manner permitted by law or shall limit the right to sue in any other jurisdiction; and <br />(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or <br />recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or <br />consequential damages; provided that this waiver shall not limit the reimbursement and indemnification <br />obligations of the Pledgor under Section 9.4(b). <br />9.13 Acknowledgments. The Pledgor hereby acknowledges that: <br />(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement <br />and the other Loan Documents to which it is a party; <br />(b) no Credit Party has any fiduciary relationship with or duty to the Pledgor arising out of or in <br />connection with this Agreement or any of the other Loan Documents, and the relationship between the <br />Pledgor, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith <br />is solely that of debtor and creditor; and <br />(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by <br />virtue of the transactions contemplated hereby among the Secured Parties or among the Pledgor and the <br />Secured Parties. <br />9.14 WAIVER OF JURY TRIAL. THE PLEDGOR AND, BY ACCEPTANCE OF THE <br />BENEFITS HEREOF, EACH OF THE SECURED PARTIES HEREBY IRREVOCABLY AND <br />UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR <br />PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT <br />AND FOR ANY COUNTERCLAIM THEREIN. <br />19 <br />