RIGHTS OR INTERESTS UNDER, THIS AGREEMENT, INCLUDING ANY LOSSES,
COSTS AND EXPENSES SUSTAINED BY SUCH PERSON AS A RESULT OF ANY FAILURE BY ANY
OBLIGOR TO PERFORM OR OBSERVE ITS OBLIGATIONS CONTAINED IN THIS AGREEMENT.
SECTION 17.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE IN THIS AGREEMENT SHALL, EXCEPT TO THE EXTENT OTHERWISE PROVIDED
HEREIN, SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SHALL CONTINUE
IN FULL FORCE AND EFFECT SO LONG AS ANY SENIOR DEBT REMAINS UNPAID.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF EACH OBLIGOR UNDER
SECTION 16 SHALL SURVIVE THE SATISFACTION OF THE SENIOR DEBT.
SECTION 18.
BENEFITS OF AGREEMENT.
THIS AGREEMENT IS ENTERED INTO FOR
THE SOLE PROTECTION AND BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND
ASSIGNS, AND NO OTHER PERSON SHALL BE A DIRECT OR INDIRECT BENEFICIARY OF, OR
SHALL HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR - CLAIM IN CONNECTION WITH,
THIS AGREEMENT.
SECTION 19.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY EACH OBLIGOR, AGENT, EACH LENDER, EACH
BANK PRODUCT PROVIDER AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 20.
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS; JURY
TRIAL WAIVER.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN ANY OBLIGOR AND AGENT OR ANY
LENDER, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK, BUT EXCLUDING ANY PRINCIPLES OF
CONFLICTS OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE
LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
(B)
EACH OBLIGOR HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR NEW
YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, WHICHEVER AGENT MAY ELECT, AND WAIVES ANY OBJECTION BASED ON VENUE OR
FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING UNDER
THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS
8
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY
OBLIGOR AND AGENT OR ANY LENDER IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER
FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT, EQUITY
OR OTHERWISE, AND AGREES THAT ANY DISPUTE ARISING OUT OF THE RELATIONSHIP
BETWEEN ANY OBLIGOR OR ANY BORROWER AND AGENT OR ANY LENDER OR THE CONDUCT OF
ANY SUCH PERSONS IN CONNECTION WITH THIS AGREEMENT, THE OTHER FINANCING
AGREEMENTS OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE
(EXCEPT THAT AGENT AND LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY OBLIGOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION WHICH AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER