against
Collateral. If any of the waivers or consents herein are determined to be
contrary to any applicable law or public policy, such waivers and consents shall
be effective to the maximum extent permitted by law.
15.Release of Grantor. This Agreement and all Secured Obligations of Grantor
hereunder shall be released when all Secured Obligations (other than
(A) contingent indemnification obligations and (B) Banking Services Obligations
and Swap Agreement Obligations as to which arrangements satisfactory to the
applicable Secured Party shall have been made) have been paid, discharged or
satisfied in full and when no portion of the Commitments remains outstanding.
Upon such release of Grantor's Secured Obligations hereunder, Administrative
Agent shall return any pledged Collateral to Grantor, or to the Person or
Persons legally entitled thereto, and shall endorse, execute, deliver, record
and file all instruments and documents, and do all other acts and things,
reasonably required for the return of the Collateral to Grantor, or to the
Person or Persons legally entitled thereto, and to evidence or document the
release of Administrative Agent's interests arising under this Agreement, all as
reasonably requested by, and at the sole expense of, Grantor. Upon the
consummation of any sale of Collateral to a third party pursuant to a
transaction not prohibited by the Credit Agreement or the other Loan Documents,
the Liens granted hereby with respect to such Collateral shall automatically
terminate (but shall attach to the proceeds or products thereof) and the
Administrative Agent shall at the request and at the expense of the applicable
Grantor, provide evidence of such termination.
16.WAIVER OF JURY TRIAL. GRANTOR AND ADMINISTRATIVE AGENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER THIS AGREEMENT, ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO THIS AGREEMENT, ANY LOAN DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR
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OTHERWISE; AND GRANTOR AND ADMINISTRATIVE AGENT HEREBY AGREE AND CONSENT THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT GRANTOR OR ADMINISTRATIVE AGENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.
17.CONSENT TO JURISDICTION; CHOICE OF FORUM.
(A)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS IN THE STATE OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, GRANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. GRANTOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY
SUCH