law so as most fully to achieve the intention of this
Agreement.
15.
Continuation of Subordination; Termination of Agreement. This
Agreement shall remain in full force and effect until the indefeasible payment
in full in cash of the Senior Debt and the termination of all lending
commitments under the Senior Debt Documents after which this Agreement shall
terminate without further action on the part of the parties hereto.
16.
Governing Law; Submission to Jurisdiction, Etc.
EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT:
(a)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.
(b)
THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, STATE OF
NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN SUBORDINATED CREDITOR, THE COMPANY, AGENT AND LENDERS
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT, PROVIDED, THAT AGENT, LENDERS, SUBORDINATED CREDITOR AND THE COMPANY
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE NEW YORK COUNTY. SUBORDINATED CREDITOR AND THE COMPANY EXPRESSLY
SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND SUBORDINATED CREDITOR AND THE COMPANY HEREBY
WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS.
SUBORDINATED CREDITOR AND THE COMPANY
HEREBY WAIVE PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED
IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT THE APPLICABLE ADDRESS SET FORTH IN SECTION 5 HEREOF AND THAT SERVICE
SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
10
ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
NOTWITHSTANDING THE FOREGOING, SUBORDINATED CREDITOR AND THE
COMPANY HEREBY APPOINT CT CORPORATION SYSTEM, LOCATED 111 EIGHTH AVENUE, 13TH
FLOOR, NEW YORK, NY 10011, U.S.A. AS ITS AGENT FOR SERVICE OF PROCESS IN ANY
PROCEEDING IN ANY COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH THIS
AGREEMENT.
(c)
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING
HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT AND/OR LENDERS,
SUBORDINATED CREDITOR AND/OR THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED
TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS RELATED