LOAN DOCUMENTS.
SECTION 7.10
SUBMISSION TO JURISDICTION.
(A)
FOR PURPOSES OF ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING
RELATING TO THE LOAN DOCUMENTS OR THE ENFORCEMENT OF ANY PROVISION OF THE LOAN
DOCUMENTS, EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS AND
CONSENTS TO THE EXCLUSIVE JURISDICTION (UNLESS WAIVED BY THE LENDER) OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSES OF ANY SUCH SUIT, ACTION OR LEGAL PROCEEDING, INCLUDING TO ENFORCE ANY
SETTLEMENT, ORDER OR AWARD; AND AGREES THAT SUCH STATE AND FEDERAL COURTS SHALL
BE DEEMED TO BE A CONVENIENT FORUM; AND WAIVES AND AGREES NOT TO ASSERT (BY WAY
OF MOTION, AS A DEFENSE OR OTHERWISE), IN ANY SUCH LEGAL PROCEEDING COMMENCED IN
SUCH COURT ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO THE
JURISDICTION OF SUCH COURT, THAT SUCH LEGAL PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF SUCH PROCEEDING IS IMPROPER OR THAT THE
LOAN DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH
COURT.
(B)
EACH PARTY HERETO AGREES TO THE ENTRY OF AN ORDER TO ENFORCE ANY
RESOLUTION, SETTLEMENT, ORDER OR AWARD MADE PURSUANT TO THIS SECTION BY THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND IN
CONNECTION THEREWITH HEREBY WAIVES, AND AGREES NOT TO ASSERT BY WAY OF MOTION,
AS A DEFENSE, OR OTHERWISE, ANY CLAIM THAT SUCH RESOLUTION, SETTLEMENT, ORDER OR
AWARD IS INCONSISTENT WITH OR VIOLATIVE OF THE LAWS OR PUBLIC POLICY OF THE LAWS
OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION.
SECTION 7.11
Entire Agreement. The Loan Documents reflect the entire
agreement between the Company and the Lender with respect to the matters set
forth herein and
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therein and supersede any prior agreements, commitments, drafts, communication,
discussions and understandings, oral or written, with respect thereto.
SECTION 7.12
Payments Set Aside. To the extent that any payment by or on
behalf of the Company is made to the Lender, or the Lender exercises its right
of set-off, and such payment or the proceeds of such set-off or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under the Bankruptcy Code or other U.S.
Federal, state or foreign liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief laws, or otherwise, then to
the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such set-off