ANY LENDER TO THE OTHER BORROWERS OR ANY COLLATERAL
FOR SUCH BORROWER'S OBLIGATIONS OR THE LACK THEREOF.
EACH BORROWER WAIVES ALL
SURETYSHIP DEFENSES.
15.2.
WAIVER OF SUBROGATION.
EACH BORROWER EXPRESSLY WAIVES ANY AND ALL
RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY, EXONERATION, CONTRIBUTION OF
ANY OTHER CLAIM WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE OTHER
BORROWERS OR OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR THE OBLIGATIONS
HEREUNDER, OR AGAINST OR WITH RESPECT TO THE OTHER BORROWERS' PROPERTY
(INCLUDING, WITHOUT LIMITATION, ANY PROPERTY WHICH IS COLLATERAL FOR THE
OBLIGATIONS), ARISING FROM THE EXISTENCE OR PERFORMANCE OF THIS AGREEMENT, UNTIL
TERMINATION OF THIS AGREEMENT AND REPAYMENT IN FULL OF THE OBLIGATIONS.
XVI.
MISCELLANEOUS.
16.1.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLIED TO CONTRACTS TO BE
PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK.
ANY JUDICIAL PROCEEDING BROUGHT
AGAINST ANY BORROWER WITH RESPECT TO ANY OF THE OBLIGATIONS, THIS AGREEMENT, THE
OTHER DOCUMENTS OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER ACCEPTS FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
EACH
BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN
RECEIPT REQUESTED) DIRECTED TO BORROWING AGENT AT ITS ADDRESS SET FORTH IN
SECTION 16.6 AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER
THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF
AMERICA, OR, AT THE AGENT'S OPTION, BY SERVICE UPON BORROWING AGENT WHICH EACH
BORROWER IRREVOCABLY APPOINTS AS SUCH BORROWER'S AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE WITHIN THE STATE OF NEW YORK.
NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS
OF ANY OTHER JURISDICTION.
EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION
AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
EACH
BORROWER WAIVES THE RIGHT TO REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST SUCH
BORROWER IN ANY STATE COURT TO ANY FEDERAL COURT.
ANY JUDICIAL PROCEEDING BY
ANY BORROWER AGAINST AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT OR ANY RELATED AGREEMENT, SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE
COURT LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.
16.2.
ENTIRE UNDERSTANDING.
(A)
THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH
CONTAIN THE ENTIRE