AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO 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 PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY BOFA FACILITY SECURED
PARTY OR ANY GSO SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, ANY BOFA FACILITY LOAN DOCUMENTS, OR ANY
GSO LOAN DOCUMENTS AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
45
(b)
EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
(c)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.5. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.
Section 8.14.
Intercreditor Agreement. This Agreement is the
Intercreditor Agreement referred to in the BofA Credit Agreement and the GSO
Credit Agreement. Nothing in this Agreement shall be deemed to subordinate the
obligations due to (i) any BofA Facility Secured Party to the obligations due to
any GSO Secured Party or (ii) any GSO Secured Party to the obligations due to
any BofA Facility Secured Party (in each case, whether before or after the
occurrence of an Insolvency Proceeding), it being the intent of the Parties that
this Agreement shall effectuate a subordination of Liens but not a subordination
of indebtedness.
Section 8.15.
No Warranties or Liability. The GSO Agent and the BofA
Facility Agent acknowledge and agree that neither has made any representation or
warranty with respect to the execution, validity, legality, completeness,
collectability or enforceability of any other BofA Loan Document or any GSO Loan
Document. Except as otherwise provided in this Agreement, the GSO Agent and the
BofA Facility Agent will be entitled to manage and supervise their respective
extensions of credit to any Loan Party in accordance with law and their usual
practices, modified from time to time as they deem appropriate.
Section 8.16.
Conflicts. In the event of any conflict between the
provisions