AGREEMENT OR IN ANY OTHER RELATED AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY GOVERNING AGREEMENT OR IN ANY OTHER RELATED AGREEMENT AGAINST ANY SELLER, ANY AFFILIATE THEREOF OR ANY OF THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the Bankruptcy Court or any such New York State or federal court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
Section 20. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Counterparts may be delivered electronically.
Section 21. Conflict and Savings Clause. In the event that a DIP Warehouse Facility Agreement or an account agreement that is also subject to this Agreement prohibits a Seller from granting a security interest in Margin under this Agreement or prohibits a Seller from providing a right of setoff under this Agreement, then this Agreement shall be deemed to control over such other DIP Warehouse Facility Agreement or account agreement for purposes of preserving the rights of each Buyer Entity in the Buyer Group hereunder.
Section 22. Bankruptcy Non-Petition. The parties hereby agree that they shall not institute against, or join any other person in instituting against, any Buyer Entity in the Buyer Group that is a CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial paper note issued by the applicable CP Conduit is paid in full.
Section 23. Limited Recourse. The obligations of each party under this Agreement or any other Governing Agreement are solely the corporate or limited liability company obligations of such party. No recourse shall be had for the payment of any amount owing by any party under this Agreement, or for the payment by any party of any fee in respect hereof or any other obligation or claim of or against such party arising out of or based on this Agreement, against any stockholder, partner, member, employee, officer, director or incorporator or other authorized person of such party. In addition, notwithstanding any other provision of this Agreement, the parties agree that all payment obligations of any Buyer Entity in the Buyer Group that is a CP Conduit under this Agreement shall be limited recourse obligations of such CP Conduit, payable solely from the funds of such CP Conduit available for such purpose in accordance with its commercial paper program documents. Each party waives payment of any amount which such CP Conduit does not pay pursuant to the operation of the preceding sentence until the day which is at least one year and one day after the payment in full of the latest maturing commercial paper note (and waives any
2014057.06-NYCSR07A - MSW