DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.
10.18
WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS
100
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
10.19
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
10.20
NO ADVISORY OR FIDUCIARY RESPONSIBILITY. IN CONNECTION WITH ALL
ASPECTS OF EACH TRANSACTION CONTEMPLATED HEREBY, THE BORROWER AND EACH OTHER
LOAN PARTY ACKNOWLEDGES AND AGREES, AND ACKNOWLEDGES ITS AFFILIATES'
UNDERSTANDING, THAT: (I) THE CREDIT FACILITY PROVIDED FOR HEREUNDER AND ANY
RELATED ARRANGING OR OTHER SERVICES IN CONNECTION THEREWITH (INCLUDING IN
CONNECTION WITH ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY
OTHER LOAN DOCUMENT) ARE AN ARM'S-LENGTH COMMERCIAL TRANSACTION BETWEEN THE
BORROWER, EACH OTHER LOAN PARTY AND THEIR RESPECTIVE AFFILIATES, ON THE ONE
HAND, AND THE ADMINISTRATIVE AGENT, THE ARRANGER, AND THE JOINT LEAD ARRANGER,
ON THE OTHER HAND, AND THE BORROWER AND EACH OTHER LOAN PARTY IS CAPABLE OF
EVALUATING AND UNDERSTANDING AND UNDERSTANDS AND ACCEPTS THE TERMS, RISKS AND
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN
DOCUMENTS (INCLUDING ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR
THEREOF); (II) IN CONNECTION WITH THE PROCESS LEADING TO SUCH TRANSACTION, EACH
OF THE ADMINISTRATIVE AGENT, THE ARRANGER, AND THE JOINT LEAD ARRANGER IS, AND
HAS BEEN ACTING SOLELY AS, A PRINCIPAL AND IS NOT THE FINANCIAL ADVISOR, AGENT
OR FIDUCIARY FOR THE BORROWER, ANY OTHER LOAN PARTY OR ANY OF THEIR RESPECTIVE
AFFILIATES, STOCKHOLDERS, CREDITORS OR EMPLOYEES OR ANY OTHER PERSON;
(III) NEITHER THE ADMINISTRATIVE AGENT, THE ARRANGER, NOR THE JOINT LEAD
ARRANGER HAS ASSUMED OR WILL ASSUME AN ADVISORY, AGENCY OR FIDUCIARY
RESPONSIBILITY IN FAVOR OF THE BORROWER OR ANY OTHER LOAN PARTY WITH RESPECT TO
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE PROCESS LEADING THERETO,
INCLUDING WITH RESPECT TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR
OF