ANY RIGHT THAT ANY AGENT OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT AGAINST ANY LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(b) Service of Process. EACH GRANTOR (AND, TO THE EXTENT SET FORTH IN ANY OTHER
LOAN DOCUMENT, EACH OTHER LOAN PARTY) HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE
OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND OTHER
SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION
OR PROCEEDING BROUGHT IN THE
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UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN
CONNECTION WITH ANY LOAN DOCUMENT BY ANY MEANS PERMITTED BY APPLICABLE
REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER SPECIFIED IN
SECTION 11.11 OF THE CREDIT AGREEMENT (AND SHALL BE EFFECTIVE WHEN SUCH MAILING
SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH GRANTOR (AND, TO THE EXTENT SET
FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER LOAN PARTY) 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.
(c) Non-Exclusive Jurisdiction. Nothing contained in this Section 8.12 shall
affect the right of the Collateral Agent or any Lender to serve process in any
other manner permitted by applicable Requirements of Law or commence legal
proceedings or otherwise proceed against any Grantor in any other jurisdiction.
Section 8.13 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREIN OR RELATED HERETO (WHETHER FOUNDED IN CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY
AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.13.
Section 8.14 Subordination.
(a) Each Grantor executing this Agreement covenants and agrees that the payment
of all indebtedness, principal, interest (including interest which accrues after
the commencement of any case or proceeding in bankruptcy, or for the
reorganization of any Loan Party), fees, charges, expenses, attorneys' fees and
any other sum, obligation or liability owing by any other Grantor to such
Grantor, including any intercompany trade payables or royalty or licensing fees
(collectively, the "Intercompany Obligations"), is subordinated, to the extent
and in the manner provided in this Section 8.14, to the prior payment in full of
all Secured Obligations (other than contingent indemnification obligations as to
which no claim