THE TERMINATION HEREOF.
14.8
PRIOR AGREEMENTS.
EXCEPT AS STATED IN
SECTION 14.7, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES AND SUPERSEDES ANY PRIOR UNDERSTANDINGS OR AGREEMENTS, WRITTEN OR ORAL,
CONCERNING THE SUBJECT MATTER HEREOF.
14.9
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IT SHALL BE ADJUSTED
RATHER THAN VOIDED, IF POSSIBLE, TO ACHIEVE THE INTENT OF THE PARTIES HERETO TO
THE MAXIMUM EXTENT POSSIBLE.
ANY PROVISION OF THIS AGREEMENT WHICH IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
14.10
GOVERNING LAW.
THIS AGREEMENT AND (UNLESS OTHERWISE
EXPRESSLY PROVIDED) ALL AMENDMENTS AND SUPPLEMENTS TO, AND ALL CONSENTS AND
WAIVERS PURSUANT TO, THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS RULES THEREOF TO THE EXTENT THEY
ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
14.11
CONSENT TO JURISDICTION.
(A)
EACH NOTE PARTY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY
OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER SUBORDINATED NOTE DOCUMENTS.
TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, EACH NOTE
PARTY IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
83
(B)
EACH NOTE PARTY AGREES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THAT A JUDGMENT IN ANY
SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN PARAGRAPH (A) ABOVE
BROUGHT IN ANY COURT REFERRED TO THEREIN SHALL, SUBJECT TO SUCH RIGHTS OF APPEAL
ON ISSUES OTHER THAN JURISDICTION AS MAY BE AVAILABLE TO SUCH NOTE PARTY, BE
CONCLUSIVE AND BINDING UPON SUCH NOTE PARTY AND MAY BE ENFORCED IN THE COURTS OF
THE UNITED STATES OF AMERICA OR THE STATE OF NEW YORK (OR ANY OTHER COURTS TO
THE JURISDICTION OF WHICH SUCH NOTE PARTY IS OR MAY BE SUBJECT) BY A SUIT UPON
SUCH JUDGMENT.
14.12
WAIVER OF JURY TRIAL.
EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH