ServiceMagic 2012 Annual Report Download - page 372

(a) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or
equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing
Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document, in any forum other
than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such Federal court; provided that nothing in this
Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Lender or
any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents
against the Pledgors or their respective properties in the courts of any jurisdiction;
(b) waives (1) to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in
any court referred to in paragraph (a) of this Section and (1) to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address referred to in
Section 7.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and
(e) waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby.
4.13 Acknowledgements . Each Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party;
(b) neither the Collateral Agent nor any Secured Party has any fiduciary relationship with or duty to any Guarantor
arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the
Guarantors, on the one hand, and the Collateral Agent and 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 other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Secured Parties or among the Guarantors and the Secured Parties.
4.14 Additional Guarantors . Each subsidiary of the Borrower that is required to become a party to this
Agreement pursuant to Section 5.09 of the Credit Agreement shall become a Guarantor for all purposes of this Agreement upon
execution and delivery by such subsidiary of an Assumption Agreement in the form of Annex 1 hereto. Each subsidiary of the
Borrower that elects to become a party to this
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