which this Agreement shall terminate without further
action on the part of the parties hereto. The liability and obligations of
Junior Lender hereunder shall be reinstated and revived, and the Senior Lenders'
and Senior Agent's rights shall continue, with respect to any amount at any time
paid on account of the Senior Debt which shall thereafter be required to be
restored or returned by the Senior Lenders or Senior Agent in any Proceeding
(including, without limitation, any repayment made pursuant to any provision of
Chapter 5 of the Bankruptcy Code, or with respect to any fraudulent transfer or
conveyance law), all as though such amount had not been paid. Junior Lender
hereby acknowledges that the provisions of this Agreement are intended to be
enforceable at all times, whether before or after the commencement of a
Proceeding, and hereby waives any right it may have under applicable law to
revoke this Agreement or any provisions hereof. To the extent,
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after the date hereof, any Subsidiary of the Borrower is required by the terms
of any Senior Loan Document or Subordinated Debt Documents to become a guarantor
thereunder (a "New Subsidiary"), the Borrower shall cause each such New
Subsidiary to become a party hereto pursuant to an Instrument of Adherence in
substantially the form of Exhibit B attached hereto and shall cause such New
Subsidiary to comply with the requirements of such Instrument of Adherence. From
and after the date on which such New Subsidiary becomes a party hereto, such New
Subsidiary shall be a "Loan Party" hereunder.
18.
Applicable Law. This Agreement shall be governed by and shall be
construed and enforced in accordance with the internal laws of the State of
Delaware, without regard to conflicts of law principle, but giving effect to
federal laws applicable to national banks.
19.
CONSENT TO JURISDICTION. EACH OF SENIOR AGENT, JUNIOR LENDER, THE
BORROWER AND THE OTHER LOAN PARTIES HEREBY CONSENT TO THE JURISDICTION OF THE
STATE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS LOCATED IN
DELAWARE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT MAYBE LITIGATED IN SUCH COURTS. EACH OF JUNIOR
LENDER, THE BORROWER AND THE OTHER LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT TO
THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON
CONVENIENS. EACH OF JUNIOR LENDER, SENIOR AGENT, THE BORROWER AND THE OTHER LOAN
PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL
SUCH SERVICE OF PROCESS MAYBE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO EACH JUNIOR LENDER, SENIOR AGENT, AND THE
BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND SERVICE
SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
20.
WAIVER OF JURY TRIAL. EACH OF JUNIOR LENDER, THE BORROWER, THE OTHER LOAN
PARTIES AND SENIOR AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE