other Obligations
owing or to become owing from each Debtor to Collateral Agent shall have been
indefeasibly paid in full, and all Liens, rights, powers, and remedies provided
herein and the other Loan Documents are cumulative and none are exclusive.
Article 4.
MISCELLANEOUS PROVISIONS
Section 4.01. Entire Agreement.
This Agreement, the Credit Agreement and the other Loan Documents constitutes
the entire understanding among the parties with respect to the subject matter
hereof.
Section 4.02. Notices.
Unless otherwise specifically provided in this Agreement, any notice or other
communication relating to this Agreement or any other agreement entered into in
connection therewith shall be in writing and shall be delivered to Debtors or to
Collateral Agent in the manner set forth in Section 9.01 of the Credit
Agreement.
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Section 4.03. Loan Document.
This Agreement is a Loan Document.
Section 4.04. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
(a) APPLICABLE LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN
CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY
DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN
THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
(b) CONSENT TO JURISDICTION.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY
ARISING OUT OF OR RELATING HERETO SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.
BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH DEBTOR, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS; AND (C)
AGREES THAT AGENTS AND LENDERS
HAVE THE RIGHT TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST ANY DEBTOR IN THE COURTS OF ANY OTHER JURISDICTION IN
CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER THIS AGREEMENT OR THE
ENFORCEMENT OF ANY JUDGMENT.
(c) WAIVER OF JURY TRIAL
EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING HEREUNDER.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY
HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS.
EACH PARTY HERETO FURTHER WAR­RANTS AND REPRESENTS
THAT IT HAS