IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.
EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW
YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE
AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.
EACH PLEDGOR EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS.
EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON EACH
PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
EACH PLEDGOR IN ACCORDANCE WITH THE PROVISIONS OF SECTION 19 HEREOF AND SERVICE
SO MADE SHALL BE DEEMED TO BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.
11
24.
WAIVER OF JURY TRIAL.
EACH OF THE PLEDGORS
AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
25.
Counterparts; Integration.
This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
Delivery of an executed signature page by facsimile or other
electronic transmission (e.g. "pdf" or "tif" format) shall be effective as
delivery of a manually executed counterparty hereof.
This Agreement constitutes
the entire agreement and understanding among the parties hereto and supersedes
any and all prior agreements and understandings, oral or written, relating to
the subject matter hereof.
26.
Intercreditor Agreement.
Notwithstanding
anything herein to the contrary, (i) the liens and security interests granted to
the Administrative Agent for the benefit of the Secured Parties pursuant to this
Agreement are expressly subject and subordinate to the liens and security
interests granted to Wilmington Trust, National Association, as collateral agent
(and its permitted successors), for the benefit of the secured parties referred
to below, pursuant to the Security Agreement, dated as of May 22, 2015, (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time), from the Borrower and the other "Obligors" referred to therein,
in favor of Wilmington Trust, National Association, as collateral agent for the
benefit of the secured parties referred to therein and other First Lien
Collateral Documents (as defined in the First/Second Lien Intercreditor
Agreement) and to the liens and security interests granted to any Other First
Priority Lien Obligations Agent (as defined in the First/Second Lien
Intercreditor Agreement) pursuant to any Other First Priority Lien Obligations
Security Document (as defined in the First/Second Lien Intercreditor Agreement)
(as amended, supplemented or otherwise modified from time to