its property,
generally and unconditionally, the jurisdiction of the aforesaid courts;
provided that nothing in this Agreement shall limit the right of Agents to
commence any proceeding in the federal or state courts of any other jurisdiction
to the extent an Agent determines that such action is necessary or appropriate
to exercise its rights or remedies under the Loan Documents.
The parties hereto
(and, to the extent set forth in any other Loan Document, each other Credit
Party) hereby irrevocably waive any objection, including any objection to the
laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding
in such jurisdictions.
(c)
Service of Process.
Each Credit Party
hereby irrevocably waives personal service of any and all legal process,
summons, notices and other documents and other service of process of any kind
and consents to such service in any suit, action or proceeding brought in the
United States of America with respect to or otherwise arising out of or in
connection with any Loan Document by any means permitted by applicable
Requirements of Law, including by the mailing thereof (by registered or
certified mail, postage prepaid) to the address of the Borrowers specified
herein (and shall be effective when such mailing shall be effective, as provided
therein).
Each Credit Party 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.
(d)
Non-Exclusive Jurisdiction.
Nothing
contained in this Section 9.18 shall affect the right of an Agent or any Lender
to serve process in any other manner permitted by applicable Requirements of Law
or commence legal proceedings or otherwise proceed against any Credit Party in
any other jurisdiction.
9.19.
Waiver of Jury Trial.
THE PARTIES HERETO, TO THE
EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, IN CONNECTION WITH OR
RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION
CONTEMPLATED HEREBY AND THEREBY.
THIS WAIVER APPLIES TO ANY ACTION, SUIT OR
PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. EACH PARTY HERETO
(A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON 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 (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE
97
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
9.20.
Entire Agreement; Release; Survival.
THE LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY
PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR
AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR ANY