OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS, EXCLUSIVELY IN (A) THE BANKRUPTCY COURT
SO LONG AS THE REORGANIZATION CASE REMAINS OPEN AND (B) AFTER THE COMPLETION OF
THE REORGANIZATION CASE OR IN THE EVENT THAT THE BANKRUPTCY COURT DETERMINES
THAT IT DOES NOT HAVE JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK
CITY (TOGETHER WITH THE BANKRUPTCY COURT, THE "CHOSEN COURTS"), AND SOLELY IN
CONNECTION WITH CLAIMS ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS THAT ARE
THE SUBJECT OF THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS (I) IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS, (II) WAIVES ANY
OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS,
(III) WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN INCONVENIENT FORUM OR
DO NOT HAVE JURISDICTION OVER ANY PARTY HERETO AND (IV) AGREES THAT SERVICE OF
PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF
NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 9.1.
SELLER IRREVOCABLY DESIGNATES
THE CORPORATION TRUST COMPANY AS ITS AGENT AND ATTORNEY-IN-FACT FOR THE
ACCEPTANCE OF SERVICE OF PROCESS AND MAKING AN APPEARANCE ON ITS BEHALF IN ANY
SUCH CLAIM OR PROCEEDING AND FOR THE TAKING OF ALL SUCH ACTS AS MAY BE NECESSARY
OR APPROPRIATE IN ORDER TO CONFER JURISDICTION OVER IT BEFORE THE CHOSEN COURTS
AND SELLER STIPULATES THAT SUCH CONSENT AND APPOINTMENT IS IRREVOCABLE AND
COUPLED WITH AN INTEREST.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 9.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 9.12
HEADINGS.
THE HEADING REFERENCES HEREIN AND THE TABLE OF
CONTENTS HEREOF ARE FOR CONVENIENCE PURPOSES ONLY, AND SHALL NOT BE DEEMED TO
LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
SECTION 9.13
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED SEVERABLE AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER PROVISIONS HEREOF.
IF
ANY PROVISION OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR ANY
CIRCUMSTANCE, IS INVALID OR UNENFORCEABLE, (A) A SUITABLE AND EQUITABLE
PROVISION SHALL BE SUBSTITUTED THEREFOR IN ORDER TO CARRY OUT, SO FAR AS MAY BE
VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF SUCH INVALID OR UNENFORCEABLE
PROVISION AND (B) THE REMAINDER OF THIS AGREEMENT AND THE
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application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in