set-off) which the Bank and the Bank Participants
may have.
Section 11.07. No Third Party Rights. Nothing in this Agreement, whether express
or implied, shall be construed to give to any Person other than the parties
hereto any legal or equitable right, remedy or claim under or in respect of this
Agreement, which is intended for the sole and exclusive benefit of the parties
hereto.
Section 11.08. Severability. The provisions of this Agreement are intended to be
severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.
Section 11.09. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
(a) THIS AGREEMENT AND THE OTHER REIMBURSEMENT DOCUMENTS, EXCEPT AS OTHERWISE
EXPRESSLY STATED THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (AND, FOR PURPOSES OF DETERMINING THE
HIGHEST LAWFUL RATE, APPLICABLE FEDERAL LAW IF THE APPLICATION OF FEDERAL LAW
RESULTS IN A HIGHER RATE OF INTEREST) WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PROVISIONS.
(b) THE BORROWER CONSENTS TO AND SUBMITS TO IN PERSONAM JURISDICTION AND VENUE
IN THE STATE OF NEW YORK, CITY OF NEW YORK, AND IN THE FEDERAL DISTRICT COURTS
WHICH ARE LOCATED IN THE CITY OF NEW YORK. THE BORROWER ASSERTS THAT IT HAS
PURPOSEFULLY AVAILED ITSELF OF THE BENEFITS OF THE LAWS OF THE STATE OF NEW YORK
AND WAIVES ANY OBJECTION TO IN PERSONAM JURISDICTION ON THE GROUNDS OF MINIMUM
CONTACTS, WAIVES ANY OBJECTION TO VENUE, AND WAIVES ANY PLEA OF FORUM NON
CONVENIENS. THIS CONSENT TO AND SUBMISSION TO JURISDICTION IS WITH REGARD TO ANY
ACTION RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE BORROWER'S ACTIONS
TOOK PLACE IN THE STATE OR ELSEWHERE IN THE UNITED STATES. THIS SUBMISSION TO
JURISDICTION IS NONEXCLUSIVE, AND DOES NOT PRECLUDE THE BANK FROM OBTAINING
JURISDICTION OVER THE BORROWER IN ANY COURT OTHERWISE HAVING JURISDICTION.
(c) THE BORROWER, THE BANK AND THE BANK PARTICIPANTS AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER REIMBURSEMENT
DOCUMENTS. IT IS HEREBY ACKNOWLEDGED THAT THE WAIVER OF A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR THE BORROWER, THE BANK AND THE BANK PARTICIPANTS TO
ENTER INTO THIS AGREEMENT AND THAT THE EXECUTION AND DELIVERY
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OF THIS AGREEMENT BY THE BORROWER, THE BANK AND THE BANK PARTICIPANTS IS MADE IN
RELIANCE UPON SUCH WAIVER. THE BORROWER, THE BANK AND THE BANK PARTICIPANTS EACH
FURTHER WARRANT AND REPRESENT THAT SUCH WAIVER HAS BEEN KNOWINGLY AND
VOLUNTARILY MADE BY EACH PARTY HERETO, FOLLOWING CONSULTATION WITH THEIR
RESPECTIVE LEGAL COUNSEL.
(d) The waivers made pursuant to this Section 11.09 shall be irrevocable and
unmodifiable,