license (exercisable upon the occurrence of and during the continuation of an
Event of Default) without payment of royalty or other compensation to any
Borrower or Guarantor, to use, assign, license or sublicense any of the
trademarks, service-marks, trade names, business names, trade styles, designs,
logos and other source of business identifiers and other Intellectual Property
and general intangibles now owned or hereafter acquired by such Borrower,
wherever the same maybe located, including in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to
all computer programs used for the compilation or printout thereof.
(H)
AGENT MAY APPLY THE CASH PROCEEDS OF COLLATERAL ACTUALLY RECEIVED
BY AGENT FROM ANY SALE, LEASE, FORECLOSURE OR OTHER DISPOSITION OF THE
COLLATERAL TO PAYMENT OF THE OBLIGATIONS, IN WHOLE OR IN PART AND IN SUCH ORDER
AS AGENT MAY ELECT, WHETHER OR NOT THEN DUE. BORROWERS AND GUARANTORS SHALL
REMAIN LIABLE TO AGENT AND LENDERS FOR THE PAYMENT OF ANY DEFICIENCY WITH
INTEREST AT THE HIGHEST RATE PROVIDED FOR HEREIN AND ALL COSTS AND EXPENSES OF
COLLECTION OR ENFORCEMENT, INCLUDING ATTORNEYS' FEES AND EXPENSES.
(I)
WITHOUT LIMITING THE FOREGOING, UPON THE OCCURRENCE OF A DEFAULT
OR AN EVENT OF DEFAULT, (I) AGENT AND LENDERS MAY, AT AGENT'S OPTION, AND UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, AT THE DIRECTION OF THE REQUIRED LENDERS,
AGENT AND LENDERS SHALL, WITHOUT NOTICE, (A) CEASE MAKING LOANS OR ARRANGING FOR
LETTER OF CREDIT ACCOMMODATIONS OR REDUCE THE LENDING FORMULAS OR AMOUNTS OF
LOANS AND LETTER OF CREDIT ACCOMMODATIONS AVAILABLE TO BORROWERS AND/OR (B)
TERMINATE ANY PROVISION OF THIS AGREEMENT PROVIDING FOR ANY FUTURE LOANS OR
LETTER OF CREDIT ACCOMMODATIONS TO BE MADE BY AGENT AND LENDERS TO BORROWERS,
AND (II) AGENT MAY, AT ITS OPTION, ESTABLISH SUCH RESERVES AS AGENT DETERMINES
WITHOUT LIMITATION OR RESTRICTION, NOTWITHSTANDING ANYTHING TO THE CONTRARY
PROVIDED HEREIN.
11.
JURY TRIAL WAIVER; OTHER WAIVERS AND
CONSENTS; GOVERNING LAW.
11.1
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS; JURY TRIAL
WAIVER.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
THE OTHER FINANCING AGREEMENTS AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP
BETWEEN THE PARTIES HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK BUT EXCLUDING
ANY PRINCIPLES OF CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE
APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF
NEW YORK.
(B)
BORROWERS, GUARANTORS, AGENT AND LENDERS IRREVOCABLY CONSENT AND
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF
NEW YORK FOR NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WHICHEVER AGENT MAY ELECT, AND WAIVE ANY
OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
INSTITUTED THEREIN ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED