Agreements to (i) amend any automatic termination provisions as contemplated by
Section 16(a), (ii) provide for full two-way payment as contemplated by
Section 16(b), (iii) provide that all Transactions under an Underlying Master
Agreement are entered into in reliance on the fact that such Underlying Master
Agreement and all Transactions thereunder form a single agreement as
contemplated by Section 16(c), and (iv) permit assignment of an Underlying
Master Agreement and the Transactions thereunder only as contemplated by
Section 14(a), shall survive any determination that this Agreement is invalid,
illegal, unenforceable, null and void, or without force or effect.
18. No Waiver. A failure or delay in exercising any right, power, or privilege
in respect of the Underlying Master Agreements or this Agreement will not be
presumed to operate as a waiver of that right, power, or privilege, and a single
or partial exercise of any right, power, or privilege will not be presumed to
preclude any subsequent or further exercise of that right, power, or privilege,
or the exercise of any other right, power, or privilege.
19. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
(a) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY (TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW):
(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS
AND WAIVES ANY OBJECTION THAT IT MAY NOW OR
-14-
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME;
(iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS
ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY SHALL
HAVE BEEN NOTIFIED PURSUANT HERETO;
(iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION; AND
(v) WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR
PROCEEDING REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW ITS RIGHT TO A JURY TRIAL IN ANY SUIT, ACTION OR
PROCEEDING ARISING AS A RESULT OF OR RELATING TO THIS AGREEMENT.
20. Term. This Agreement, other than Section 6, shall continue in effect from
the date hereof