SPC.
14.11
Execution in Counterparts.
This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement.
14.12
GOVERNING LAW.
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
14.13
CHOICE OF FORUM; CONSENT TO SERVICE OF PROCESS AND JURISDICTION.
ANY SUIT, ACTION OR PROCEEDING AGAINST ANY LOAN PARTY WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS OR ANY JUDGMENT ENTERED BY A
COURT IN RESPECT THEREOF, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY, NEW YORK, OR IN THE UNITED STATES COURTS LOCATED IN
NEW YORK COUNTY, NEW YORK AS THE BANKS AND THE ADMINISTRATIVE AGENT IN THEIR
DISCRETION MAY ELECT AND EACH SUCH LOAN PARTY HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT,
ACTION OR PROCEEDING.
EACH LOAN PARTY HEREBY AGREES THAT SERVICE OF ALL WRITS,
PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE
STATE OF NEW YORK MAY BE BROUGHT UPON THE PROCESS AGENT, AND EACH SUCH LOAN
PARTY HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT AS ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT IN THE NAME, PLACE AND STEAD OF THE BORROWER TO ACCEPT SUCH
SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES.
EACH LOAN PARTY
HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR
PROCEEDING IN SAID COURT BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR
ANY BANK BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER'S
ADDRESS SET FORTH IN SECTION 14.4 HEREOF.
EACH LOAN PARTY HEREBY
69
IRREVOCABLY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE LOAN DOCUMENTS BROUGHT IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK,
AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
14.14
WAIVER OF JURY TRIAL.
EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND
EACH BANK HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM OR RELATING TO ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE, TO
THE EXTENT