ANY OF THE
ABOVE-REFERENCED COURTS LACK PROPER VENUE OR ANY OBJECTION THAT ANY OF SUCH
COURTS LACK PERSONAL JURISDICTION OVER IT SO AS TO PROHIBIT SUCH COURTS FROM
ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH SUCH COURTS AGAINST THE
BORROWER CONCERNING THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS;
(D)
ACKNOWLEDGES AND AGREES THAT THE CHOICE OF FORUM CONTAINED IN THIS
SECTION 9.13 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT
OBTAINED IN ANY FORUM OR THE TAKING OF ANY ACTION UNDER THE LOAN DOCUMENTS TO
ENFORCE THE SAME IN ANY APPROPRIATE JURISDICTION;
(E)
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 THE BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(F)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION; AND
(G)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN
THIS SUBSECTION ANY SPECIAL, EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES.
9.14
Acknowledgments.
The Borrower hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS;
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP TO THE BORROWER OR ANY OTHER PARTY TO THE LOAN DOCUMENTS (OR ANY OF
THEM) AND THE RELATIONSHIP HEREUNDER BETWEEN THE ADMINISTRATIVE AGENT AND
LENDERS, ON THE ONE HAND, AND THE BORROWER AND ITS AFFILIATES PARTIES TO THE
LOAN DOCUMENTS, ON THE OTHER HAND, IS SOLELY THAT OF DEBTOR AND CREDITOR; AND
(C)
NO JOINT VENTURE EXISTS AMONG THE BORROWER AND ITS AFFILIATES
PARTIES TO THE LOAN DOCUMENTS (OR ANY OF THEM) AND THE LENDERS OR THE AGENTS.
9.15
USA PATRIOT ACT.
Each Lender that is subject to the requirements
of the USA Patriot Act hereby notifies the Borrower and the other Loan Parties
that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies the Borrower and such
other Loan Parties, which information includes the name and address of the
Borrower and such other Loan Parties and other information that will allow such
86
Lender to identify the Borrower and such other Loan Parties in accordance with
the USA Patriot Act.
9.16
WAIVERS OF JURY TRIAL.
THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER
LOAN DOCUMENT AND FOR ANY MANDATORY COUNTERCLAIM THEREIN.
[Signature Pages to Follow]
87
IN WITNESS WHEREOF, the parties hereto,