THE JURISDICTIONS OF THE COURTS OF THE STATES OF TEXAS AND NEW YORK, THE
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, THE
COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND APPELLATE
COURTS FROM ANY THEREOF; AND WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.
EACH OF THE PARTIES
HERETO AGREES THAT NO SUCH SUIT, ACTION OR PROCEEDING SHALL BE BROUGHT IN ANY
COURT OTHER THAN THE COURTS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE.
141
(b)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN
INCONVENIENT FORUM; AND AGREES NOT TO PLEAD OR CLAIM THE SAME.
(c)
EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS BY MAILING OF A COPY THEREOF (BY REGISTERED OR
CERTIFIED MAIL OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL POSTAGE PREPAID) TO THE
ADDRESS SET FORTH IN SECTION 13.2 OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER
PARTIES HERETO SHALL HAVE BEEN NOTIFIED IN WRITING PURSUANT TO SECTION 13.2.
13.16.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY 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
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.16.
13.17.
Amendments, Waivers and Consents.
This Agreement and the
other Loan Documents (other than Specified Hedge Agreements) may not be amended,
modified or supplemented and no waiver of any provision of any of the Loan
Documents shall be given, except by a written instrument describing such
amendment, modification, supplement or waiver executed by the Borrower and the
Majority Lenders or by the Borrower and the Administrative Agent with the
consent of the Majority Lenders; provided that no such modification, amendment,
supplement or waiver shall:
(a)
increase the Commitment of any Lender
without such Lender's written consent;
(b)
extend the Maturity Date or forgive or
postpone the scheduled date of payment of principal of, or interest on, any Loan
or LC Disbursement, without the written consent of each Lender directly affected
thereby;
(c)
amend the interest rate provisions hereof
to decrease the rate of interest payable to any Lender, without the written
consent of each Lender directly affected thereby;