with any enforcement or exercise of Collateral
Agent's or a Lender's rights and remedies under this Agreement following an
Event of Default, including the enforcement of Collateral Agent's and Lenders'
security interest in the Collateral.
15.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; CONSENT TO SERVICE OF PROCESS.
(a)
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND ANY DISPUTE, CONTROVERSY OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE
RELATIONSHIP AMONG THE PARTIES HERETO OR THERETO IN CONNECTION HEREWITH OR
THEREWITH (IN EACH CASE WHETHER IN CONTRACT, TORT, COMMON OR STATUTORY LAW,
EQUITY OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAW PRINCIPLES THEREOF OR OF ANY OTHER JURISDICTION THAT WOULD
CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE
OF NEW YORK.
(b)
EACH CO-BORROWER, COLLATERAL AGENT AND LENDERS HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN THE STATE OF NEW YORK.
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(c)
EACH CO-BORROWER, COLLATERAL AGENT AND LENDERS HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.
(d)EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11 AND AGREES
THAT NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT
OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.
16.Cross-Guaranty of Co-Borrowers.
16.1Cross-Guaranty.
Each Co-Borrower hereby agrees that such Co-Borrower is
jointly and severally liable for, and hereby absolutely and unconditionally
guarantees to Lender and its successors and assigns, the full and prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of,
all Obligations owed or hereafter owing to Lender by each other
Co-Borrower.
Each Co-Borrower agrees that its guaranty obligation hereunder is
a continuing guaranty of payment and performance and not of collection, that its
obligations under this Section 16 shall not be discharged until payment and
performance, in full, of the Obligations has occurred, and that its obligations
under this Section 16 shall be absolute and unconditional, irrespective of, and
unaffected by:
(a)the genuineness, validity, regularity, enforceability or any future amendment
of, or change in, this Agreement, any other Loan Document or any other
agreement, document or instrument to which any Co-Borrower is or may become a
party;
(b)the absence of any action to enforce this Agreement (including this
Section 16) or any other Loan Document, or the waiver or consent by Lender with
respect to any of the provisions