THAT
THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
COMPANY, ON THE ONE
HAND, AND ANY CREDITOR PARTY, ON THE
33
OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE
RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS
AGREEMENT OR ANY OF THE OTHER RELATED
AGREEMENTS; PROVIDED, THAT EACH
CREDITOR PARTY AND THE
COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE
COUNTY
OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT,
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE ANY CREDITOR PARTY FROM BRINGING SUIT OR TAKING
OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
OBLIGATIONS, TO
REALIZE ON THE COLLATERAL (AS DEFINED IN THE
MASTER SECURITY
AGREEMENT) OR ANY OTHER SECURITY FOR THE
OBLIGATIONS (AS DEFINED IN
THE MASTER SECURITY AGREEMENT), OR
TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF ANY
CREDITOR PARTY. THE COMPANY EXPRESSLY
SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT
COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES
ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. THE
COMPANY
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT
AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED
TO THE COMPANY AT THE ADDRESS SET FORTH
IN SECTION 11.8 AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE
EARLIER OF THE COMPANY'S ACTUAL RECEIPT THEREOF OR THREE
(3)
DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
(c)
THE PARTIES DESIRE THAT THEIR DISPUTES
BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS
TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE
ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN
ANY CREDITOR PARTY AND/OR THE COMPANY
ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS
AGREEMENT, ANY OTHER RELATED AGREEMENT OR THE
TRANSACTIONS
RELATED HERETO OR THERETO.
11.2
Severability. Wherever possible each provision of this Agreement and the
Related Agreements shall be interpreted in such manner as to be effective and
valid under
applicable law, but if any provision of this Agreement or any
Related Agreement shall be
prohibited by or invalid or illegal under applicable
law such provision shall be ineffective to the
extent of such prohibition or
invalidity or illegality, without invalidating the remainder of such
provision
or the remaining provisions thereof which shall not in any way be affected or
impaired
thereby.
34
11.3
Survival.