STATE OF NEW YORK
SITTING IN THE BOROUGH OF MANHATTAN OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.
SECTION 10.14.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 10.15.
NO ADVISORY OR FIDUCIARY RESPONSIBILITY.
IN CONNECTION WITH ALL
ASPECTS OF EACH TRANSACTION CONTEMPLATED HEREBY, THE BORROWER ACKNOWLEDGES AND
AGREES THAT (I) THE CREDIT FACILITY PROVIDED FOR HEREUNDER AND ANY RELATED
ARRANGING OR OTHER SERVICES IN CONNECTION THEREWITH (INCLUDING IN CONNECTION
WITH ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER LOAN
DOCUMENT) ARE AN ARM'S-LENGTH COMMERCIAL TRANSACTION BETWEEN THE BORROWER, ON
THE ONE HAND, AND THE CREDIT PARTIES, ON THE OTHER HAND, AS THE CASE MAY BE, AND
THE BORROWER IS CAPABLE OF EVALUATING AND UNDERSTANDING AND UNDERSTANDS AND
ACCEPTS THE TERMS, RISKS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND BY THE OTHER LOAN DOCUMENTS (INCLUDING ANY AMENDMENT, WAIVER OR OTHER
MODIFICATION HEREOF OR THEREOF), (II) IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND THE PROCESS LEADING TO SUCH TRANSACTIONS, EACH CREDIT
PARTY IS AND HAS BEEN ACTING SOLELY AS A PRINCIPAL AND EXCEPT AS OTHERWISE
EXPRESSLY AGREED, IS NOT ACTING AS AN ADVISOR, AGENT OR FIDUCIARY, FOR THE LOAN
PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES, STOCKHOLDERS, CREDITORS OR
EMPLOYEES OR ANY OTHER PERSON, (III) NONE OF THE CREDIT PARTIES HAS ASSUMED OR
WILL ASSUME AN ADVISORY, AGENCY OR
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FIDUCIARY RESPONSIBILITY IN FAVOR OF THE LOAN PARTIES WITH RESPECT TO ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE PROCESS LEADING THERETO, INCLUDING WITH
RESPECT TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER
LOAN DOCUMENT (IRRESPECTIVE OF WHETHER ANY OF THE CREDIT PARTIES HAS ADVISED OR
IS CURRENTLY ADVISING ANY LOAN PARTY OR ANY OF ITS AFFILIATES ON OTHER MATTERS)
AND NONE OF THE CREDIT PARTIES HAS ANY OBLIGATION TO ANY LOAN PARTY OR ANY OF
ITS AFFILIATES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT THOSE
OBLIGATIONS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN