hereunder.
Upon any assignment of Secured Party's rights hereunder, such assignee or
assignees shall have, to the extent of such assignment, all rights of Secured
Party hereunder. Each Grantor agrees that, upon any such assignment, such
assignee may enforce directly, without joinder of Secured Party, the rights of
Secured Party set forth in this Agreement. Any such assignee shall be entitled
to enforce Secured Party's rights and remedies under this Agreement to the same
extent as if it were an original secured party named herein.
Section 14.
Governing Law; Waiver of Jury Trial; Submission to Jurisdiction.
(A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (AS PERMITTED BY SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SIMILAR SUCCESSOR PROVISION))
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF NEW
YORK TO THE RIGHTS AND DUTIES OF THE PARTIES, EXCEPT AS REQUIRED BY MANDATORY
PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY
INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE
GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN NEW YORK.
(B)
THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
13
ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR EACH SUCH
PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(C)
FOR PURPOSES OF ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE ENFORCEMENT OF ANY
PROVISION OF THIS AGREEMENT OR THE LOAN DOCUMENTS, EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSES OF ANY SUCH SUIT, ACTION OR LEGAL PROCEEDING, INCLUDING TO ENFORCE ANY
SETTLEMENT, ORDER OR AWARD; AND AGREES THAT SUCH STATE AND FEDERAL COURTS SHALL
BE DEEMED TO BE A CONVENIENT FORUM; AND WAIVES AND AGREES NOT TO ASSERT (BY WAY
OF MOTION, AS A DEFENSE OR OTHERWISE), IN ANY SUCH LEGAL PROCEEDING COMMENCED IN
SUCH COURT ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO THE
JURISDICTION OF SUCH COURT, THAT SUCH LEGAL PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF SUCH PROCEEDING IS IMPROPER OR THAT THE
LOAN DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT BE ENFORCED IN OR BY SUCH
COURT.
(D)
EACH PARTY HERETO AGREES TO THE ENTRY OF AN ORDER TO ENFORCE ANY
RESOLUTION, SETTLEMENT, ORDER OR AWARD MADE PURSUANT TO THIS SECTION BY THE
COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF