THAT 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 OR
THE OTHER LOAN DOCUMENTS IN ANY NEW YORK STATE OR FEDERAL COURT.
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.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 14.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
19.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY 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 AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 19.
7
20.
ADDITIONAL SUBSIDIARY GUARANTORS.
PURSUANT
TO SECTION 5.12 OF THE CREDIT AGREEMENT, EACH SUBSIDIARY LOAN PARTY (OTHER THAN
A FOREIGN SUBSIDIARY NOT ORGANIZED UNDER THE LAWS OF CANADA OR ANY PROVINCE
THEREOF) THAT WAS NOT IN EXISTENCE OR NOT A SUBSIDIARY LOAN PARTY ON THE DATE OF
THE CREDIT AGREEMENT IS REQUIRED TO ENTER INTO THIS AGREEMENT AS A SUBSIDIARY
GUARANTOR UPON BECOMING A SUBSIDIARY LOAN PARTY.
UPON EXECUTION AND DELIVERY
AFTER THE DATE HEREOF BY THE ADMINISTRATIVE AGENT AND SUCH A SUBSIDIARY OF AN
INSTRUMENT IN THE FORM OF ANNEX 1, SUCH SUBSIDIARY SHALL BECOME A SUBSIDIARY
GUARANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A
SUBSIDIARY GUARANTOR HEREIN.
THE EXECUTION AND DELIVERY OF ANY INSTRUMENT
ADDING AN ADDITIONAL SUBSIDIARY GUARANTOR AS A PARTY TO THIS AGREEMENT SHALL NOT
REQUIRE THE CONSENT OF ANY OTHER SUBSIDIARY GUARANTOR HEREUNDER.
THE RIGHTS AND
OBLIGATIONS OF EACH SUBSIDIARY GUARANTOR HEREUNDER SHALL REMAIN IN FULL FORCE
AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW SUBSIDIARY GUARANTOR AS A
PARTY TO THIS AGREEMENT.
21.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, EACH LENDER AND EACH OF ITS AFFILIATES IS
HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT
ANY TIME OWING BY SUCH LENDER OR AFFILIATE TO OR FOR THE CREDIT OR THE