SECTION HAVE BEEN FULLY DISCUSSED BY THE BORROWER, THE
GUARANTORS AND THE AGENT ON BEHALF OF THE LENDERS AND SHALL BE SUBJECT TO NO
EXCEPTIONS. THE BORROWER AND THE GUARANTORS HAVE MADE THIS CHOICE OF GOVERNING
LAW KNOWINGLY AND WILLINGLY AND AFTER CONSULTING WITH THEIR COUNSEL. NONE OF THE
AGENT, ANY LENDER, THE BORROWER NOR ANY GUARANTOR HAS AGREED WITH OR REPRESENTED
TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
13.9 ENFORCEMENT. EACH OF THE BORROWER AND THE GUARANTORS (A) HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK AND TO
THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF OR BASED UPON THIS AGREEMENT OR ANY LOAN DOCUMENT OR THE SUBJECT MATTER
HEREOF OR THEREOF BROUGHT BY THE AGENT OR THE LENDERS OR THEIR SUCCESSORS OR
ASSIGNS AND (B) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A
DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT
ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY LOAN
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY
SUCH COURT, AND (C) HEREBY WAIVES AND AGREES NOT TO SEEK ANY REVIEW BY ANY COURT
OF ANY OTHER JURISDICTION THAT MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF THE
JUDGMENT OF ANY SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER AND
THE GUARANTORS HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL AT THE
ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. EACH OF THE BORROWER AND THE
GUARANTORS AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS CONSENT TO SERVICE
OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT AND THE LENDERS.
FINAL JUDGMENT AGAINST THE BORROWER OR ANY GUARANTOR IN ANY SUCH ACTION, SUIT OR
PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT, ACTION OR PROCEEDING
ON THE JUDGMENT, OR IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT OR THE LENDERS MAY AT
THEIR OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST THE
BORROWER, ANY GUARANTOR OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL COURT OF
THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE BORROWER, SUCH GUARANTOR
OR SUCH ASSETS, MAY BE FOUND.
13.10 JURY TRIAL WAIVER. THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS
EACH WAIVE IRREVOCABLY, TO THE EXTENT
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PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER