BE BROUGHT IN THE COURTS OF THE STATE OF MINNESOTA
SITTING IN HENNEPIN COUNTY, MINNESOTA OR OF THE UNITED STATES FOR THE DISTRICT
OF MINNESOTA SITTING IN HENNEPIN COUNTY, MINNESOTA, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH
LENDER IRREVOCABLY WAIVES ANY OBJECTION, 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 ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE
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BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.
(c)
Waiver of Right to Trial by Jury. 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 OR 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.
11.18
No Advisory or Fiduciary Responsibility. In connection with all aspects
of the transactions contemplated by this Agreement (including in connection with
any amendment, waiver or other modification hereof), the Borrower acknowledge
and agree that (a) the arranging and other services provided by the Arranger and
the Administrative Agent are arm's-length commercial transactions between the
Borrower, on the one hand, and the Arranger and the Administrative Agent, on the
other hand; (b) the Borrower have consulted their own legal, accounting,
regulatory and tax advisors to the extent they have deemed appropriate; (c) the
Borrower are capable of evaluating, and understand and accept, the terms, risks
and conditions of the transactions contemplated hereby; (d) the Arranger and the
Administrative Agent are and have been acting solely as principals and, except
as expressly agreed in writing by the relevant parties, have not been, are not,
and will not be acting as advisors, agents or fiduciaries for the Borrower or
any of its Affiliates; (e) neither the Arranger nor the Administrative Agent has
any obligation to the Borrower with respect to the transactions contemplated
hereby except those obligations expressly set forth herein; and (f) the
Arranger, the Administrative Agent and their Affiliates may be engaged in a
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