YORK, WHICHEVER AGENT MAY ELECT, AND WAIVES ANY OBJECTION BASED ON VENUE OR
FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING UNDER
THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT
OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND AGREES THAT ANY
DISPUTE WITH RESPECT TO ANY SUCH MATTERS SHALL BE HEARD ONLY IN THE COURTS
DESCRIBED ABOVE (EXCEPT THAT AGENT AND LENDERS SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST ANY OBLIGOR OR ITS OR THEIR PROPERTY IN THE COURTS
OF ANY OTHER JURISDICTION WHICH AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE ITS RIGHTS AGAINST ANY OBLIGOR
OR ITS OR THEIR PROPERTY).
SECTION 22.
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF EACH OF THE OBLIGORS, AGENT AND EACH OF THE LENDERS WITH RESPECT TO THE
MATTERS SET FORTH HEREIN AND SUPERSEDES ANY PRIOR AGREEMENTS, COMMITMENTS,
DRAFT, COMMUNICATIONS, DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH
RESPECT THERETO.
(B)
AMENDMENTS AND WAIVERS.
NO AMENDMENT TO ANY PROVISION OF THIS
AGREEMENT SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING
AND SIGNED BY EACH OF THE OBLIGORS AND AGENT; AND NO WAIVER OF ANY PROVISION OF
THIS AGREEMENT, OR CONSENT TO ANY DEPARTURE BY ANY OBLIGOR THEREFROM, SHALL IN
ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY AGENT.
ANY SUCH AMENDMENT, WAIVER, OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
SECTION 23.
CONFLICTS.
IN CASE OF ANY CONFLICT OR INCONSISTENCY BETWEEN
ANY TERMS OF THIS AGREEMENT, ON THE ONE HAND, AND ANY DOCUMENTS OR INSTRUMENTS
IN RESPECT OF THE SUBORDINATED DEBT, ON THE OTHER HAND, THEN THE TERMS OF THIS
AGREEMENT SHALL CONTROL.
SECTION 24.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
ALL APPLICABLE LAWS AND REGULATIONS.
IF, HOWEVER, ANY PROVISION OF THIS
AGREEMENT SHALL BE PROHIBITED BY OR INVALID UNDER ANY SUCH LAW OR REGULATION IN
ANY JURISDICTION, IT SHALL, AS TO SUCH JURISDICTION, BE DEEMED MODIFIED TO
CONFORM TO THE MINIMUM REQUIREMENTS OF SUCH LAW OR REGULATION, OR, IF FOR ANY
REASON IT IS NOT DEEMED SO MODIFIED, IT SHALL BE INEFFECTIVE AND INVALID ONLY TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT AFFECTING THE REMAINING
PROVISIONS OF THIS AGREEMENT OR THE VALIDITY OR EFFECTIVENESS OF SUCH PROVISION
IN ANY OTHER JURISDICTION.
SECTION 25.
INTERPRETATION.
THIS AGREEMENT IS THE RESULT OF
NEGOTIATIONS BETWEEN, AND HAVE BEEN REVIEWED BY THE RESPECTIVE COUNSEL TO, THE
OBLIGORS, AGENT AND EACH LENDER AND IS THE PRODUCT OF ALL PARTIES HERETO.