OF ANY
RIGHTS OR REMEDIES WHICH THE COLLATERAL AGENT WOULD OTHERWISE HAVE.
12.4.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON EACH
ASSIGNOR AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE
COLLATERAL AGENT AND THE OTHER SECURED CREDITORS AND THEIR SUCCESSORS AND
ASSIGNS; PROVIDED, THAT NO ASSIGNOR MAY TRANSFER OR ASSIGN ANY OR ALL OF ITS
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COLLATERAL AGENT AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF THE RESPECTIVE
SECURED DEBT AGREEMENTS. 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 CREDITORS AND SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER SECURED DEBT
AGREEMENTS REGARDLESS OF ANY INVESTIGATION MADE BY THE SECURED CREDITORS OR ON
THEIR BEHALF.
12.5.
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.
12.6.
GOVERNING LAW.
42
(A)
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
(B)
EACH ASSIGNOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
ASSIGNORS, COLLATERAL AGENT AND SECURED CREDITORS PERTAINING TO THIS AGREEMENT
OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROVIDED, THAT
COLLATERAL AGENT, SECURED CREDITORS AND ASSIGNORS ACKNOWLEDGE THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK
COUNTY, AND, PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF COLLATERAL AGENT.
EACH ASSIGNOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH ASSIGNOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.
EACH ASSIGNOR 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 ASSIGNOR AT THE ADDRESS SET FORTH
IN SECTION 12.1 HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF