Borrower Parties, Managers,
Administrative Agent, 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
9
indirect cause of action or claim in connection with, this Amendment or any of
the other Loan Documents. Administrative Agent shall not have any obligation to
any Person not a party to this Amendment or the other Loan Documents.
G. Governing Law; Consent To Jurisdiction And Venue. THIS AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO SUCH JURISDICTION'S CONFLICTS OF LAWS PRINCIPLES.
EACH OF THE BORROWER PARTIES AND MANAGERS CONSENTS AND AGREES THAT THE STATE AND
FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OR ALL OF THE BORROWER
PARTIES OR THE MANAGERS AND THE LENDERS PERTAINING TO THIS AMENDMENT; PROVIDED,
THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK; AND PROVIDED
FURTHER, THAT NOTHING IN THIS AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE
THE LENDERS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL, OTHER
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE ANY JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE LENDERS. EACH OF THE BORROWER PARTIES AND
THE MANAGERS EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND WAIVES ANY OBJECTION WHICH
IT MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS, AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH OF THE BORROWER PARTIES AND
THE MANAGERS WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OR SUCH SUMMONS,
COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO EACH OF THE BORROWER PARTIES AND THE MANAGERS AT THE ADDRESSES
PROVIDED IN THE LOAN AGREEMENT OR OTHER LOAN DOCUMENT. THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER PARTY'S OR MANAGER'S
ACTUAL RECEIPT THEREOF OR THREE (3) BUSINESS DAYS AFTER DEPOSIT IN THE U.S.
MAIL, PROPER POSTAGE PRE-PAID.
H. Waivers By Each of the Borrower Parties and Managers. (a) EACH OF THE
BORROWER PARTIES AND THE MANAGERS HEREBY WAIVES (i) THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR
RELATED TO THIS AMENDMENT; (ii) PRESENTMENT, DEMAND AND PROTEST, AND NOTICE OF
PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE WITH RESPECT TO ALL
OR ANY PART OF OBLIGATIONS OF SUCH BORROWER PARTY OR MANAGER OR ANY COMMERCIAL
PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL