Notice thereof, Loan Parties, a Lender or the
Agent shall have the right from time to time and at any time during the term of
this Agreement to change their respective addresses and each shall have the
right to specify as its address any other address within the United States of
America. For purposes of this Agreement, delivery by Agent or any Lender of any
notice to Borrower shall constitute delivery of such notice to all Loan Parties.
Section 20
RELATIONSHIP
Neither the Agent nor any Lender has any fiduciary relationship with or
fiduciary duty to Loan Parties or their respective Subsidiaries arising out of
or in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereunder and thereunder, and the relationship between
each Lender and the Agent, and Loan Parties is solely that of a lender and
borrower or guarantor, as applicable, and nothing contained herein or in any of
the other Loan Documents shall in any manner be construed as making the parties
hereto partners, joint ventures or any other relationship other than lender and
borrower or guarantor.
88
Section 21
GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401.
BORROWER, THE AGENT AND THE LENDERS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT SHALL BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE
STATE AND COUNTY OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN)
SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF.
BORROWER, THE AGENT AND THE LENDERS FURTHER ACCEPT, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED
APPELLATE COURT AND IRREVOCABLY (i) AGREE TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY WITH RESPECT TO THIS AGREEMENT AND (ii) WAIVE ANY OBJECTION ANY OF THEM
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. BORROWER, THE AGENT AND
THE LENDERS FURTHER AGREE THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE
UPON BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN § 19 HEREOF. NOTWITHSTANDING
THE FOREGOING, IN ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR
ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY ASSETS OF BORROWER EXIST AND
BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE
ADDRESS SPECIFIED IN § 19 HEREOF.
Section 22
HEADINGS
The captions in this Agreement are for convenience of reference only and shall
not define or limit the provisions hereof.
Section 23
COUNTERPARTS
This Agreement and any amendment hereof may be executed in several counterparts
and