REQUIRED HEREUNDER
SHALL NOT IN ANY WAY AFFECT OR IMPAIR THE LEGALITY OR ENFORCEABILITY OF THE
REMAINING PROVISIONS OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED
HEREUNDER.
SECTION 10.09.
NO THIRD PARTIES BENEFITED.
THIS AGREEMENT IS MADE AND ENTERED
INTO FOR THE SOLE PROTECTION AND LEGAL BENEFIT OF THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR PERMITTED SUCCESSORS AND
ASSIGNS, AND NO OTHER PERSON SHALL BE A DIRECT OR INDIRECT LEGAL BENEFICIARY OF,
OR HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO ANY PERSON NOT A PARTY TO THIS
AGREEMENT OR OTHER LOAN DOCUMENTS.
SECTION 10.10.
TIME.
TIME IS OF THE ESSENCE AS TO EACH TERM OR PROVISION OF
THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS.
SECTION 10.11.
GOVERNING LAW AND JURISDICTION.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND
ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, COUNTY OF NEW
YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY CONSENTS
TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
EACH CREDIT PARTY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY REQUIREMENT OF LAW, ANY
OBJECTION,
79
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO.
EACH CREDIT PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
NEW YORK LAW.
SECTION 10.12.
WAIVER OF JURY TRIAL.
THE CREDIT PARTIES, THE LENDERS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY ADMINISTRATIVE AGENT-RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE.
THE CREDIT PARTIES, THE LENDERS AND THE ADMINISTRATIVE
AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS