any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the parties hereto.
7.
Successors and Assigns.
The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that Sponsors may not assign or
otherwise transfer any of their rights or obligations hereunder without the
prior written consent of Agent.
Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, the Lenders and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of this
Agreement.
8.
Survival.
Except to the extent expressly provided by this
Agreement, all covenants, agreements, representations and warranties made by
Sponsors herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement and the Loan Documents shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement.
4
9.
Severability.
Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
10.
Governing Law; Submission to Jurisdiction; Etc.
EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT:
(a)
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(b)
THE STATE OR FEDERAL COURTS LOCATED IN NEW
YORK COUNTY, STATE OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SPONSORS, AGENT AND LENDERS PERTAINING
TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT,
PROVIDED, THAT AGENT, LENDERS AND SPONSORS ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE NEW YORK COUNTY.
SPONSORS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH SPONSOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
EACH SPONSOR HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH SPONSOR AT THE ADDRESS SET FORTH
IN SECTION 5 HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID.
NOTWITHSTANDING THE FOREGOING, EACH SPONSOR
HEREBY APPOINTS CT CORPORATION SYSTEM, LOCATED 111 EIGHTH AVENUE, 13TH FLOOR,