IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S
ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS
SHALL BE LITIGATED IN SUCH COURTS.
BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.
BORROWER HEREBY WAIVES
PERSONAL SERVICE
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OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO
MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
9.15
WAIVER OF JURY TRIAL.
BORROWER, AGENT
AND EACH
LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
BORROWER, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED
ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
BORROWER, AGENT AND EACH LENDER WARRANT AND REPRESENT THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
9.16
SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE MAKING OF THE LOANS, ISSUANCES OF
LETTERS OF CREDIT AND THE EXECUTION AND DELIVERY OF THE NOTES AND SHALL CONTINUE
IN FULL FORCE AND EFFECT AS LONG AS THE OBLIGATIONS ARE OUTSTANDING AND SO LONG
AS THE COMMITMENTS HAVE NOT BEEN TERMINATED.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR IMPLIED BY LAW TO THE CONTRARY, THE AGREEMENTS OF BORROWER SET
FORTH IN SECTIONS 1.3(G), 1.10, 1.11 AND 9.1 SHALL SURVIVE THE REPAYMENT OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
9.17
ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND
THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO
AND SUPERSEDE ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF,
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.
ALL EXHIBITS,
SCHEDULES AND ANNEXES REFERRED TO HEREIN ARE INCORPORATED IN THIS AGREEMENT BY
REFERENCE AND CONSTITUTE A PART OF THIS AGREEMENT.
9.18
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT AND
ANY AMENDMENTS, WAIVERS, CONSENTS OR SUPPLEMENTS MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE IN THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE EXECUTION OF A COUNTERPART HEREOF
BY EACH OF THE PARTIES HERETO.
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9.19
REPLACEMENT OF LENDERS.
(A)