SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER SUBORDINATED NOTE DOCUMENT, OR THE
BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR ANY OTHER SUBORDINATED
NOTE DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) EACH
SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.12.
14.13
JUDGMENT CURRENCY.
ALL AMOUNTS TO BE PAID PURSUANT TO
THIS AGREEMENT AND THE OTHER SUBORDINATED NOTE DOCUMENTS, WHETHER PAYABLE BY THE
COMPANY OR ANY OTHER NOTE PARTY, SHALL BE PAYABLE WHEN DUE IN DOLLARS, IN THE
FULL AMOUNT DUE, WITHOUT DEDUCTION FOR ANY VARIATION IN ANY RATE OF EXCHANGE (AS
DEFINED BELOW).
EACH NOTE PARTY HEREBY AGREES TO INDEMNIFY THE PURCHASERS
AGAINST ANY LOSS INCURRED BY ANY OF THEM AS A RESULT OF ANY JUDGMENT OR ORDER
BEING GIVEN OR MADE FOR THE AMOUNT DUE HEREUNDER AND SUCH JUDGMENT OR ORDER
BEING EXPRESSED AND PAID IN A CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN
DOLLARS AND AS A RESULT OF ANY VARIATION AS BETWEEN (A) THE RATE OF EXCHANGE AT
WHICH THE AMOUNT IN DOLLARS IS CONVERTED INTO JUDGMENT CURRENCY FOR THE PURPOSE
OF SUCH JUDGMENT OR ORDER AND (B) THE RATE OF EXCHANGE AT WHICH THE PURCHASERS
ARE THEN ABLE TO PURCHASE DOLLARS WITH THE AMOUNT OF THE JUDGMENT CURRENCY
ACTUALLY RECEIVED BY SUCH PURCHASERS.
THE TERM "RATE OF EXCHANGE" SHALL INCLUDE
ANY PREMIUMS AND COSTS OF EXCHANGE PAYABLE IN CONNECTION WITH THE PURCHASE OF,
OR CONVERSION INTO, THE RELEVANT CURRENCY WITH OR FROM DOLLARS.
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14.14
SERVICE OF PROCESS.
EACH NOTE PARTY CONSENTS TO
SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO
IN SECTION 14.11 BY ACTUAL RECEIPT OF A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF SUCH NOTE
PARTY SPECIFIED IN OR DESIGNATED PURSUANT TO SECTION 14.2.
EACH NOTE PARTY
AGREES THAT SUCH SERVICE (A) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON SUCH NOTE PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING AND
(B) SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID
PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH NOTE PARTY.
NOTHING IN THIS
AGREEMENT SHALL AFFECT THE RIGHT OF ANY PURCHASER TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW, OR LIMIT ANY RIGHT THAT ANY PURCHASER MAY HAVE AGAINST ANY OF
THE NOTE PARTIES TO BRING PROCEEDINGS AGAINST THE NOTE