ANY LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY
PLEDGORS OR ANY OF THE OTHER COMPANIES OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
EACH PLEDGOR AND EACH OF THE COMPANIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN THIS
SECTION 19. EACH PLEDGOR AND EACH OF THE COMPANIES HEREBY 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 AND
AGREES NOT ASSERT ANY SUCH DEFENSE.
EACH PLEDGOR AND EACH OF THE COMPANIES IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATION] OF THE CREDIT AGREEMENT. NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW. Without prejudice to any other mode of
service allowed under any relevant law, each Pledgor and each of the Companies:
(a)Irrevocably appoints the Borrowing Agent as its agent for service of process
in relation to any proceedings before any courts in the United States in
connection with any Loan Documents; and
(b)Agrees that failure by an agent for service of process to notify the relevant
Pledgor or Company, as applicable, of the process will not invalidate the
proceedings concerned.
If any Person appointed as an agent for service of process is unable for any
reason to act as agent for service of process, the Borrowing Agent (on behalf of
all the Pledgors and Companies) must immediately (and in any event within 10
Business Days of such event taking place) appoint another agent on terms
acceptable to the Administrative Agent. Failing this, the Administrative Agent
may appoint another agent for this purpose.
20.Waiver of Jury Trial.
EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR
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THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON 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 BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
21.Entire Agreement; Amendments.
This Agreement and the Mortgage and Charge of Shares constitute the entire
agreement among the parties with respect to the subject matter hereof