FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF
ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PLEDGOR AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 20; (IV) AGREES THAT SERVICE AS PROVIDED IN
CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH
PLEDGOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; (V) AGREES THAT COLLATERAL AGENT
RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
BRING PROCEEDINGS AGAINST SUCH PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION;
AND (VI) AGREES THAT THE PROVISIONS OF THIS SECTION 25 RELATING TO JURISDICTION
AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE
UNDER APPLICABLE LAW.
25
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 25 SHALL LIMIT THE RIGHT
OF COLLATERAL AGENT TO TAKE PROCEEDINGS AGAINST ANY PLEDGOR IN ANY OTHER COURT
OF COMPETENT JURISDICTION, NOR SHALL THE TAKING OF PROCEEDINGS IN ANY ONE OR
MORE JURISDICTIONS PRECLUDE THE TAKING OF PROCEEDINGS IN ANY OTHER
JURISDICTIONS, WHETHER CONCURRENTLY OR NOT, TO THE EXTENT PERMITTED BY THE LAW
OF SUCH OTHER JURISDICTION.
SECTION 26.
Waiver of Jury Trial.
EACH OF THE PLEDGORS AND COLLATERAL
AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED UPON,
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.
SECTION 27.
Acknowledgments.
Each Pledgor hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE INDENTURE DOCUMENTS TO WHICH IT IS A PARTY;
(B)
NEITHER COLLATERAL AGENT NOR ANY OTHER SECURED PARTY HAS ANY
FIDUCIARY RELATIONSHIP WITH OR DUTY TO ANY PLEDGOR ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE INDENTURE DOCUMENTS, AND THE RELATIONSHIP
BETWEEN THE PLEDGORS, ON THE ONE HAND, AND THE SECURED PARTIES, ON THE OTHER
HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR;
AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE INDENTURE DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
SECURED PARTIES OR AMONG THE PLEDGORS AND THE SECURED PARTIES.
(D)
ITS AGREEMENT TO FULFILL ITS OBLIGATIONS HEREUNDER IS A MATERIAL
AND ESSENTIAL PART OF THE CONSIDERATION AND INDUCEMENT OF COLLATERAL AGENT TO
ENTER INTO THIS AGREEMENT, AND WITHOUT SUCH AGREEMENT BY SUCH PLEDGOR, THE
SECURITIES WOULD NOT BE PURCHASED.
SECTION 28.
Counterparts.
This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to