HEREBY (I) SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF
NEW YORK, FOR THE PURPOSE
8
OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (II)
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER
COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (III) IRREVOCABLY
WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 22
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
OF EACH OF THE OBLIGORS AND THE LENDER GROUP WITH RESPECT TO THE MATTERS SET
FORTH HEREIN AND SUPERSEDES ANY PRIOR AGREEMENTS, COMMITMENTS, DRAFTS,
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 COLLATERAL 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 COLLATERAL 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