this
Agreement and under any other Loan Document any obligation to make any Revolving
Credit Loan; (ii) in connection with the sale of such Collateral or other
security pursuant to any Disposition permitted under the terms of this
Agreement; or (iii) if approved, authorized or ratified in writing by the
Required Lenders. Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Administrative Agent's authority to release
particular types or items of Collateral or other security pursuant to this
Section 15.15(b).
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15.16 Estoppel Certificates.
Borrowers, within ten (10) days after request by Administrative Agent and
at Borrowers' expense, will furnish Administrative Agent and Lenders with a
statement, duly acknowledged and certified, setting forth the amount of all
Revolving Credit Loans and other Obligations and the offsets or defenses
thereto, if any, all in form and substance reasonably acceptable to
Administrative Agent.
15.17 Recourse.
Notwithstanding anything to the contrary contained in this Agreement or in
any other Loan Document, the liability for payment of the Revolving Credit Loans
and other Obligations and for the payment and performance of all other
agreements, covenants and obligations contained herein or in any of the other
Loan Documents, shall be the full recourse obligations of the Borrowers.
15.18 Governing Law; Consent to Jurisdiction.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b) EACH PARTY HERETO HEREBY CONSENTS, UNCONDITIONALLY AND IRREVOCABLY, TO
THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF
NEW YORK AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH
RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING UNDER
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY OR OTHERWISE OTHER THAN PURSUIT OF A JUDGMENT ON A
NOTE WHERE SUIT IS ALSO BROUGHT IN THE STATE WHERE ANY COMPANY-OWNED PROPERTY IS
LOCATED TO TAKE JURISDICTION OF SUCH COMPANY-OWNED PROPERTY. EACH BORROWER
FURTHER CONSENTS, GENERALLY, UNCONDITIONALLY AND IRREVOCABLY, TO THE
NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF EACH STATE WHERE
ANY COMPANY-OWNED PROPERTY IS LOCATED IN RESPECT OF ANY PROCEEDING RELATING TO
ANY MATTER, CLAIM OR DISPUTE ARISING WITH RESPECT TO SUCH COMPANY-OWNED PROPERTY
INCLUDING BUT NOT LIMITED TO FORECLOSURES, AND EACH BORROWER AGREES THAT
ADMINISTRATIVE AGENT AND LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION WHICH ADMINISTRATIVE AGENT OR LENDERS DEEM NECESSARY OR APPROPRIATE
IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS OR
TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY BORROWER, ANY OTHER BORROWER OR
THEIR RESPECTIVE PROPERTY. EACH BORROWER FURTHER IRREVOCABLY