counterpart hereof by each of the parties hereto.
12
ARTICLE XXII.
REINSTATEMENT
Section 22.1
Reinstatement. This Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by the Secured Party hereunder or pursuant hereto is rescinded or must
otherwise be restored or returned by the Secured Party, as the case may be, upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of MBC or
upon the appointment of any intervenor or conservator of, or trustee or similar
official for, MBC or any substantial part of its assets, or upon the entry of an
order by a bankruptcy court avoiding the payment of such amount, or otherwise,
all as though such payments had not been made.
ARTICLE XXIII.
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
Section 23.1
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(a)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND EACH OF MBC AND SECURED PARTY HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF MBC AND THE SECURED
PARTY HEREBY IRREVOCABLY WAIVE TRIAL BY JURY AND ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(b)
EACH OF MBC AND SECURED PARTY IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE SENDING OF COPIES THEREOF BY FEDERAL EXPRESS OR OTHER OVERNIGHT COURIER
COMPANY, TO MBC AT ITS ADDRESS SPECIFIED BY SECTION 15.1, SUCH SERVICE TO BECOME
EFFECTIVE FOUR DAYS AFTER DELIVERY TO SUCH COURIER COMPANY.
(c)
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SECURED PARTY TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST MBC IN ANY OTHER JURISDICTION.
13
ARTICLE XXIV.
GOVERNING LAW
Section 24.1
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS, EXCEPT TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR THE REMEDIES HEREUNDER, ARE GOVERNED BY THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
14
IN WITNESS WHEREOF, MBC and the Secured Party have caused this Agreement to be
duly executed and delivered by their officers thereunto duly authorized as