applicable law, such Federal court. Each
Guarantor 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 or the Issuing Bank 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 Guarantor 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 Guarantor 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 to serve
process in any other manner permitted by law.
Section 21. 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 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
Section 22. ADDITIONAL GUARANTORS. PURSUANT TO SECTION 5.10 OF THE CREDIT
AGREEMENT, IF ANY WHOLLY-OWNED DOMESTIC SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY
(OTHER THAN AN EXCLUDED SUBSIDIARY OR A NON-GUARANTOR MATERIAL SUBSIDIARY) IS
ACQUIRED OR FORMED AFTER THE DATE HEREOF, SUCH MATERIAL SUBSIDIARY IS REQUIRED
TO ENTER INTO THIS AGREEMENT AS A GUARANTOR UPON BECOMING A WHOLLY-OWNED
DOMESTIC SUBSIDIARY THAT IS A MATERIAL SUBSIDIARY. UPON EXECUTION AND DELIVERY
AFTER THE DATE HEREOF BY THE ADMINISTRATIVE AGENT AND SUCH MATERIAL SUBSIDIARY
OF AN INSTRUMENT IN THE FORM OF ANNEX 1, SUCH MATERIAL 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 AND OBLIGATIONS OF EACH GUARANTOR
HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF
ANY NEW GUARANTOR AS A