RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 5.6
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE MILESTONE
GUARANTY CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.
SECTION 5.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY THE
PARTIES HERETO IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME
AGREEMENT.
SECTION 5.8
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
(A)
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
(B)
EACH OF THE PARTIES HERETO IRREVOCABLY AGREES THAT ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO, OR IN CONNECTION WITH, THIS AGREEMENT MAY
BE BROUGHT AND DETERMINED IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW
YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS WITH REGARD
TO ANY SUCH ACTION OR PROCEEDING, FOR ITSELF AND IN RESPECT OF ITS PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE OR COUNTERCLAIM, OR OTHERWISE, IN ANY SUCH ACTION
OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF THE FOREGOING COURTS, THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, OR
OTHERWISE), AND, TO THE EXTENT PERMITTED BY LAW, THAT THE SUIT, ACTION, OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION, OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND FURTHER IRREVOCABLY WAIVES,
TO THE EXTENT PERMITTED BY LAW, THE BENEFIT OF ANY DEFENSE THAT WOULD HINDER OR
DELAY THE LEVY, EXECUTION, OR COLLECTION OF ANY AMOUNT TO WHICH ANY PARTY HERETO
IS ENTITLED PURSUANT TO A FINAL JUDGMENT OF ANY COURT HAVING JURISDICTION
(PROVIDED, THAT THIS SENTENCE SHALL NOT WAIVE ANY
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REQUIREMENT OF SERVICE OF PROCESS).
NOTHING HEREIN SHALL AFFECT ANY
BENEFICIARY'S RIGHT TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
AN OBLIGOR IN ANY OTHER JURISDICTION IN WHICH SUCH OBLIGOR SHALL BE SUBJECT TO
SUIT.
EACH OF THE PARTIES CONSENTS TO SERVICE OF PROCESS TO ITS ADDRESS AS SET
FORTH IN SECTION 5.3.
SECTION 5.9
WAIVER OF TRIAL BY JURY.
EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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