Venue.
(a) This Agreement shall be governed and construed in accordance with the laws
of the State of New York.
(b) Any legal action or proceeding with respect to this Agreement may be brought
in the courts of the State of New York or in the United States District Court
for the Southern District of New York, and by execution and delivery of this
Agreement, each Assignor and Secured Party consents to the non-exclusive
jurisdiction of those courts. Each Assignor and Secured Party irrevocably waives
any objection, including any objection to venue on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any such
action or proceeding in such jurisdiction. Notwithstanding the foregoing,
Secured Party shall have the right to bring any action or proceeding against
Assignors or its property in the courts of any other jurisdiction Secured Party
deems necessary or appropriate in order to exercise remedies with respect to the
Collateral.
22. Waiver of Jury Trial.
ASSIGNORS AND SECURED PARTY EACH IRREVOCABLY WAIVES
ITS RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY KIND
BROUGHT BY EITHER AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS, OR OTHERWISE. ASSIGNORS AND SECURED PARTY EACH AGREES THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT, WHETHER OR NOT SPECIFICALLY SET FORTH THEREIN.
23. Indemnity and Expenses.
In addition to, but not in qualification or
limitation of, any similar obligations under other Finance Documents:
(A) ASSIGNORS WILL INDEMNIFY SECURED PARTY FROM AND AGAINST ANY AND ALL CLAIMS,
LOSSES AND LIABILITIES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT
(INCLUDING ENFORCEMENT OF THIS AGREEMENT), WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ASSIGNORS, AND
REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE NEGLIGENCE OF THE
INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES (X) RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNITEE OR (Y) RESULT FROM A CLAIM BROUGHT BY ASSIGNORS AGAINST AN
INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE'S OBLIGATIONS HEREUNDER OR
UNDER ANY OTHER FINANCE DOCUMENT, IF SUCH ASSIGNOR HAS OBTAINED A FINAL AND