RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, SUCH FEDERAL COURT.
EACH OF THE PARTIES
HERETO 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.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY SECURED PARTY MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING DESCRIBED IN
PARAGRAPH (B) OF THIS SECTION AND BROUGHT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(D)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.1 OF THE CREDIT AGREEMENT.
NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
SECTION 20.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY HEDGING DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (I) 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 (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE HEDGING
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 21.
ADDITIONAL GUARANTORS.
PURSUANT TO SECTION 5.10 OF THE CREDIT
AGREEMENT, EACH SUBSIDIARY THAT WAS NOT IN EXISTENCE ON THE DATE OF THE CREDIT
AGREEMENT IS REQUIRED TO ENTER INTO THIS AGREEMENT AS A GUARANTOR UPON BECOMING
A SUBSIDIARY.
UPON EXECUTION AND DELIVERY AFTER THE DATE HEREOF BY THE
ADMINISTRATIVE AGENT AND SUCH SUBSIDIARY OF AN INSTRUMENT IN THE FORM OF ANNEX
1, SUCH SUBSIDIARY SHALL BECOME A GUARANTOR HEREUNDER WITH THE SAME FORCE AND
EFFECT AS IF ORIGINALLY NAMED AS A GUARANTOR HEREIN.
THE EXECUTION AND DELIVERY
OF ANY INSTRUMENT ADDING AN ADDITIONAL GUARANTOR AS A PARTY TO THIS AGREEMENT
SHALL NOT REQUIRE THE CONSENT OF ANY OTHER GUARANTOR HEREUNDER.
THE RIGHTS