OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 12.17
WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY TO
THIS AGREEMENT HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN
132
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
SECTION 12.18
USA PATRIOT ACT NOTICE.
EACH LENDER AND THE
ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY
NOTIFIES THE LOAN PARTIES THAT PURSUANT TO THE REQUIREMENTS OF THE PATRIOT ACT,
IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE LOAN
PARTIES, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE LOAN PARTIES AND
OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY THE LOAN PARTIES IN ACCORDANCE WITH THE PATRIOT ACT.
SECTION 12.19
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN
THE LOAN PARTIES ON THE ONE HAND AND THE LENDERS AND THE ADMINISTRATIVE AGENT ON
THE OTHER HAND SHALL BE SOLELY THAT OF BORROWER OR GUARANTOR, AS APPLICABLE, AND
LENDER.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO ANY LOAN PARTY ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN
THE LOAN PARTIES, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE LENDERS,
ON THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR
AND CREDITOR.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER UNDERTAKES ANY
RESPONSIBILITY TO ANY LOAN PARTY TO REVIEW OR INFORM ANY LOAN PARTY OF ANY
MATTER IN CONNECTION WITH ANY PHASE OF ANY LOAN PARTY'S BUSINESS OR OPERATIONS.
THE LOAN PARTIES AGREE THAT NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER
SHALL HAVE LIABILITY TO ANY LOAN PARTY (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) FOR LOSSES SUFFERED BY ANY LOAN PARTY IN CONNECTION WITH, ARISING OUT
OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP
ESTABLISHED BY THE LOAN DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, UNLESS IT IS DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION