THE EXPRESS PROVISIONS OF THIS AGREEMENT THAT REQUIRE, OR PERMIT,
DIFFERING PAYMENTS TO BE MADE TO LENDERS THAT ARE NOT DEFAULTING LENDERS, AS
OPPOSED TO DEFAULTING LENDERS.
(D)
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT
REQUIRED TO BE MADE BY IT TO THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 2.3(B), THEN THE ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION
(NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT), APPLY ANY AMOUNTS
THEREAFTER RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH LENDER
TO SATISFY SUCH LENDER'S OBLIGATIONS TO THE ADMINISTRATIVE AGENT UNDER SUCH
SECTIONS UNTIL ALL SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
SECTION 11.7
GOVERNING LAW; SUBMISSION TO
JURISDICTION; VENUE; WAIVER OF JURY TRIAL.
(A)
THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF
OHIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. TO THE FULLEST EXTENT
PERMITTED BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO
GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS.
ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURT OF COMMON PLEAS OF CUYAHOGA COUNTY, OHIO, OR OF THE UNITED
STATES FOR THE NORTHERN DISTRICT OF OHIO, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND
unconditionally, the jurisdiction of the aforesaid courts.
The Borrower hereby
further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Borrower at its
address for notices pursuant to Section 11.3, such service to become effective
30 days after such mailing or at such earlier time as may be provided under
applicable law.
Nothing herein shall affect the right of the Administrative
Agent or any Lender to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction.
(B)
THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN SECTION 11.7(A) ABOVE AND
HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
(C)
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT