may be changed, waived, discharged or terminated orally, but
only in writing signed by each of the Subsidiary Guarantors and the
Administrative Agent with the consent of the Required Holders.
SECTION 16. Costs of Enforcement. Each of the Subsidiary Guarantors agrees to
pay all reasonable out-of-pocket costs and expenses including, without
limitation, all court costs and reasonable attorneys' fees and expenses paid or
incurred by the Administrative Agent or any Holder or any Affiliate of any
Holder in endeavoring to collect all or any part of the Guaranteed Obligations
from, or in prosecuting any action against, the Company, the Subsidiary
Guarantors or any other guarantor of all or any part of the Guaranteed
Obligations.
I-7
SECTION 17. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH HOLDER SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. THE PARTIES HERETO HEREBY CONSENT,
UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL
AND STATE COURTS OF THE STATE OF NEW YORK AND WAIVE ANY OBJECTION BASED ON VENUE
OR FORUM NON CONVENIENS WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER,
CLAIM OR DISPUTE ARISING UNDER THIS AGREEMENT, THE OTHER NOTE DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE OTHER THAN
PURSUIT OF A JUDGMENT ON A NOTE WHERE SUIT IS ALSO BROUGHT IN THE STATE WHERE
ANY COLLATERAL IS LOCATED TO TAKE JURISDICTION OF SUCH COLLATERAL. EACH
SUBSIDIARY GUARANTOR FURTHER CONSENTS, GENERALLY, UNCONDITIONALLY AND
IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF
EACH STATE WHERE ANY COLLATERAL IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING
TO ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH COLLATERAL
INCLUDING BUT NOT LIMITED TO FORECLOSURES, AND SUCH SUBSIDIARY GUARANTOR AGREES
THAT ADMINISTRATIVE AGENT AND HOLDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION
OR PROCEEDING AGAINST SUCH SUBSIDIARY GUARANTOR OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION WHICH THE ADMINISTRATIVE AGENT OR HOLDERS DEEM NECESSARY
OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE
OBLIGATIONS OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST SUCH SUBSIDIARY
GUARANTOR'S PROPERTY. EACH SUBSIDIARY GUARANTOR FURTHER IRREVOCABLY WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS TO THE SERVICE OF
PROCESS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, AT THE ADDRESSES SET FORTH
HEREIN IN CONNECTION WITH ANY OF THE AFORESAID PROCEEDINGS IN ACCORDANCE WITH
THE RULES APPLICABLE TO SUCH PROCEEDINGS. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW HAVE OR HAVE IN THE FUTURE TO THE LAYING OF VENUE IN RESPECT OF ANY OF
THE AFORESAID PROCEEDINGS BROUGHT IN THE COURTS REFERRED TO ABOVE AND AGREES NOT
TO PLEAD OR