ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
JURISDICTION OVER SUCH PARTY, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH
PARTY.
EACH PARTY 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 SUCH
PARTY AT ITS ADDRESS SET FORTH IN THE SECURITY AGREEMENT UNTIL ANOTHER ADDRESS
IS PROVIDED IN ACCORDANCE WITH THE SECURITY AGREEMENT, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SUCH
SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE IF IN CONFORMITY WITH
THE FOREGOING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF PARTY TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION.
(B)
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH 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 BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (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.
17
13.
MISCELLANEOUS.
THIS AGREEMENT SHALL BE BINDING UPON THE US CREDIT
PARTIES AND THE FIRST LIEN CREDITORS AND SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE SUCCESSORS AND ASSIGNS OF SUCH PERSONS.
EACH OF THE
AGREEMENTS AND ACKNOWLEDGMENTS MADE BY EACH FIRST LIEN CREDITOR IS MADE ON
BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS AND IS DEEMED EFFECTIVE BY
VIRTUE OF SUCH FIRST LIEN CREDITORS ACCEPTANCE OF THE BENEFITS OF THE APPLICABLE
US SECURITY DOCUMENTS.
THE HEADINGS IN THIS AGREEMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR DEFINE THE MEANING HEREOF.
THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE INSTRUMENT.
IN THE EVENT THAT
ANY PROVISION OF THIS AGREEMENT SHALL PROVE TO BE INVALID OR UNENFORCEABLE, SUCH
PROVISION SHALL BE DEEMED TO BE SEVERABLE FROM THE OTHER PROVISIONS OF THIS
AGREEMENT WHICH SHALL REMAIN BINDING ON ALL PARTIES HERETO.
THE COLLATERAL
AGENT MAY EXECUTE ANY OF ITS DUTIES HEREUNDER BY OR THROUGH AGENTS OR EMPLOYEES
AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING