OR OBLIGATIONS HEREUNDER WITHOUT
THE WRITTEN CONSENT OF THE INSTRUCTING GROUP.
ALL AGREEMENTS, STATEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY EACH ASSIGNOR HEREIN OR IN ANY
CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SUCH ASSIGNOR OR ON ITS BEHALF
UNDER THIS AGREEMENT SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE SECURED
PARTIES AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED
NOTES, THE HEDGING AGREEMENTS AND THE FOREIGN OVERDRAFT FACILITY AGREEMENTS
REGARDLESS OF ANY INVESTIGATION MADE BY THE SECURED PARTIES OR ON THEIR BEHALF.
SECTION 14.5.
HEADINGS DESCRIPTIVE.
THE HEADINGS OF THE SEVERAL SECTIONS
OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY
AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
SECTION 14.6.
SEVERABILITY.
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
37
HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL
NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 14.7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW
(EXCEPT SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).
SECTION 14.8.
CONSENT TO JURISDICTION AND SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
(A)
EACH ASSIGNOR, THE COLLATERAL AGENT AND
EACH SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF HEREBY IRREVOCABLY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION IN NEW YORK CITY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH UNITED STATES
FEDERAL OR NEW YORK STATE COURT AND EACH ASSIGNOR, THE COLLATERAL AGENT AND EACH
SECURED PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS WHICH ANY OF THEM MAY NOW OR THEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(B)
AS A METHOD OF SERVICE, EACH ASSIGNOR, THE
COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK BY THE DELIVERY OF COPIES OF
SUCH PROCESS
TO EACH ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY, AS
THE CASE MAY BE, AT THEIR ADDRESSES AS SPECIFIED ON THEIR RESPECTIVE SIGNATURE
PAGES TO THIS AGREEMENT OR BY CERTIFIED MAIL DIRECT TO SUCH RESPECTIVE
ADDRESSES.
(C)
EACH ASSIGNOR, THE COLLATERAL AGENT AND
EACH SECURED PARTY BY ITS ACCEPTANCE