OR
THE OTHER CREDIT DOCUMENTS.
GRANTOR SHALL INDEMNIFY, DEFEND, AND SAVE SECURED
PARTY HARMLESS FROM ANY AND ALL CLAIMS ASSERTED AGAINST SECURED PARTY AS BEING
THE AGENT, PARTNER, OR JOINT-VENTURER OF GRANTOR.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN GRANTOR AND SECURED PARTY WITH RESPECT TO ITS SUBJECT
MATTER AND SUPERSEDES ALL PRIOR CONFLICTING OR INCONSISTENT AGREEMENTS, CONSENTS
AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.
GRANTOR ACKNOWLEDGES AND
AGREES THAT THERE IS NO ORAL AGREEMENT BETWEEN GRANTOR AND SECURED PARTY WHICH
HAS NOT BEEN INCORPORATED IN THIS AGREEMENT.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS (AND
BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF
THIS AGREEMENT BY TELECOPY OR ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
15.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT EFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS THEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER JURISDICTION.
16.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE UCC PROVIDES
FOR THE APPLICATION OF THE LAW OF ANOTHER STATE.
(B)
GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
FEDERAL OR STATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE
PLACING OF VENUE IN NEW YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW.
TO THE
EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR HEREBY WAIVES AND AGREES NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR
PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
THIS AGREEMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY
SUCH COURTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AGREES NOT TO
SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT
BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO
GRANT AN ENFORCEMENT OF SUCH JUDGMENT.
EXCEPT AS PROHIBITED BY LAW, GRANTOR
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH