LENDER IN EXCESS OF FUNDS NECESSARY TO PAY IN FULL ALL
OUTSTANDING COMMERCIAL PAPER ISSUED BY SUCH CONDUIT LENDER AND, TO THE EXTENT
FUNDS ARE NOT AVAILABLE TO PAY SUCH OBLIGATIONS, THE CLAIMS RELATING THERETO
SHALL NOT CONSTITUTE A CLAIM AGAINST SUCH CONDUIT LENDER BUT SHALL CONTINUE TO
ACCRUE. EACH PARTY HERETO AGREES THAT THE PAYMENT OF ANY CLAIM (AS DEFINED IN
SECTION 101 OF TITLE 11 OF THE BANKRUPTCY CODE) OF ANY SUCH PARTY AGAINST SUCH
CONDUIT LENDER SHALL BE SUBORDINATED TO THE PAYMENT IN FULL OF ALL COMMERCIAL
PAPER OF SUCH CONDUIT LENDER
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT (INCLUDING SECTION 37.22 (A)), EACH PARTY HERETO AGREES AND
ACKNOWLEDGES WITH REGENCY THAT (I) IT WILL ONLY HAVE RECOURSE IN RESPECT OF ANY
AMOUNT, CLAIM OR OBLIGATION DUE OR OWING TO IT BY REGENCY (THE "CLAIMS") TO THE
EXTENT OF AVAILABLE FUNDS PURSUANT TO CLAUSE 10.5 OF THE MANAGEMENT AGREEMENT
AND SUBJECT TO THE PROVISO IN SUCH CLAUSE, WHICH SHALL BE APPLIED, SUBJECT TO
AND IN ACCORDANCE WITH THE TERMS THEREOF AND AFTER ALL OTHER PRIOR RANKING
CLAIMS IN RESPECT THEREOF HAVE BEEN SATISFIED AND DISCHARGED IN FULL;
(II) FOLLOWING THE APPLICATION OF FUNDS FOLLOWING ENFORCEMENT OF THE SECURITY
INTERESTS CREATED UNDER THE REGENCY SECURITY DOCUMENTS, SUBJECT TO AND IN
ACCORDANCE WITH
98
CLAUSE 10.5 OF THE MANAGEMENT AGREEMENT, REGENCY WILL HAVE NO ASSETS AVAILABLE
FOR PAYMENT OF ITS OBLIGATIONS UNDER THE REGENCY SECURITY DOCUMENTS AND THIS
AGREEMENT OTHER THAN AS PROVIDED FOR PURSUANT TO THE MANAGEMENT AGREEMENT, AND
THAT ANY CLAIMS WILL ACCORDINGLY BE EXTINGUISHED TO THE EXTENT OF ANY SHORTFALL;
AND (II) THE OBLIGATIONS OF REGENCY UNDER THE REGENCY SECURITY DOCUMENTS, THE
MANAGEMENT AGREEMENT AND THIS AGREEMENT WILL NOT BE OBLIGATIONS OR
RESPONSIBILITIES OF, OR GUARANTEED
BY,
ANY OTHER PERSON OR ENTITY.
(C)
THE PROVISIONS OF THIS SECTION 37.22 SHALL
SURVIVE TERMINATION OF THIS AGREEMENT.
PART 12
GOVERNING LAW AND ENFORCEMENT
37.23
GOVERNING LAW AND JURISDICTION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES (OTHER
THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
37.24
CONSENT TO JURISDICTION
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING
IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY
EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT