Upon any such termination,
the Secured Party will, at
each
Pledgor's
expense,
execute and deliver to such Pledgor such documents as
such Pledgor shall reasonably request to evidence such termination and reversion
of rights to such Pledgor.
Section
23.
REINSTATEMENT.
This
Agreement
shall
continue to be
effective
or be
reinstated,
as the
case may be,
if at any
time any
amount
received by the Secured Party in respect of the Secured Obligations is rescinded
or must
otherwise
be
restored
or
returned
by the
Secured
Party
upon the
insolvency,
bankruptcy,
dissolution,
liquidation
or
reorganization
of
the
Pledgors or upon the appointment of any intervenor or conservator of, or trustee
or similar official for, the Pledgors or any substantial part of its assets,
or
otherwise, all as though such payments had not been made.
Section
24.
GOVERNING
LAW;
JURISDICTION;
CONSENT
TO SERVICE OF
PROCESS. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
(b) ANY LEGAL ACTION OR
PROCEEDING
WITH RESPECT TO THIS
AGREEMENT
SHALL BE BROUGHT IN THE COURTS OF THE COUNTY OF NEW YORK OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY
OF THIS
AGREEMENT,
EACH
PARTY
HEREBY
ACCEPTS
FOR ITSELF AND (TO THE EXTENT
PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS.
EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY
OBJECTION,
INCLUDING
ANY
OBJECTION
TO THE
LAYING
OF
VENUE OR BASED ON THE
GROUNDS
OF FORUM
NON
CONVENIENS,
WHICH IT MAY NOW OR
HEREAFTER
HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS
SUBMISSION TO JURISDICTION IS
NON-EXCLUSIVE
AND DOES NOT PRECLUDE A PARTY FROM
OBTAINING
JURISDICTION
OVER
ANOTHER
PARTY
IN
ANY
COURT
OTHERWISE
HAVING
JURISDICTION.
(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE
PREPAID,
TO IT AT THE
ADDRESS SPECIFIED HEREIN OR SUCH OTHER ADDRESS AS IS SPECIFIED FROM TIME TO TIME
PURSUANT TO THE PROVISIONS HEREIN,
SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30)
DAYS AFTER SUCH
MAILING.
NOTHING
HEREIN
SHALL AFFECT THE RIGHT OF A PARTY TO
SERVE
PROCESS
IN ANY
OTHER
MANNER
PERMITTED
BY LAW
OR TO
COMMENCE
LEGAL
PROCEEDINGS
OR
OTHERWISE
PROCEED
AGAINST
ANOTHER
PARTY
IN
ANY
OTHER
JURISDICTION.
(d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE
FULLEST
EXTENT
PERMITTED
BY LAW,
TRIAL BY JURY IN ANY
LEGAL
ACTION OR
PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM
THEREIN;
(ii)
IRREVOCABLY
WAIVES,
TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH
LITIGATION
ANY
SPECIAL,
EXEMPLARY,
20
PUNITIVE OR
CONSEQUENTIAL
DAMAGES,
OR DAMAGES
OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES;
(iii) CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR
AGENT OF COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED,
EXPRESSLY