THE ISSUING BANK
OR ANY SECURED PARTY 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 PARTY TO THIS AGREEMENT 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.
7
(D)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.1 OF THE AMENDED AND
RESTATED CREDIT AGREEMENT.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
SECTION 20.
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 ANY HEDGING 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 AND THE HEDGING
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 21.
ADDITIONAL GUARANTORS.
PURSUANT TO SECTION 5.10 OF THE AMENDED AND
RESTATED CREDIT AGREEMENT, EACH SUBSIDIARY THAT WAS NOT IN EXISTENCE ON THE DATE
OF THE AMENDED AND RESTATED CREDIT AGREEMENT IS REQUIRED TO ENTER INTO THIS
AGREEMENT AS A GUARANTOR UPON BECOMING A SUBSIDIARY.
UPON EXECUTION AND
DELIVERY AFTER THE DATE HEREOF BY THE ADMINISTRATIVE AGENT AND SUCH SUBSIDIARY
OF AN INSTRUMENT IN THE FORM OF ANNEX 1, SUCH 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 PARTY TO THIS AGREEMENT.
SECTION 22.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, EACH SECURED PARTY IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO
TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY