COUNTY, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF HOLDINGS AND THE
BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONAL, THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS.
EACH
OF HOLDINGS AND THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 10.18
WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN 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;
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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 10.19
USA PATRIOT ACT NOTICE; LENDERS' COMPLIANCE CERTIFICATION.
(A)
NOTICE TO BORROWER.
EACH LENDER AND THE ADMINISTRATIVE AGENT (FOR
ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES HOLDINGS AND THE
BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE US PATRIOT ACT IT MAY BE
REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH OF
HOLDINGS AND THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
EACH LOAN PARTY AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY EACH SUCH LOAN PARTY IN
ACCORDANCE WITH THE ACT.
(B)
LENDERS' CERTIFICATION.
EACH LENDER OR ASSIGNEE OR PARTICIPANT OF
A LENDER THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES OR A STATE
THEREOF (AND IS NOT EXCEPTED FROM THE CERTIFICATION REQUIREMENT CONTAINED IN
SECTION 313 OF THE U.S. PATRIOT ACT AND THE APPLICABLE REGULATIONS BECAUSE IT IS
BOTH (I) AN AFFILIATE OF A DEPOSITORY INSTITUTION OR FOREIGN BANK THAT MAINTAINS
A PHYSICAL PRESENCE IN THE UNITED STATES OR FOREIGN COUNTRY AND (II) SUBJECT TO
SUPERVISION BY A BANKING REGULATORY AUTHORITY REGULATING SUCH AFFILIATED
DEPOSITORY INSTITUTION OR FOREIGN BANK) SHALL DELIVER TO THE ADMINISTRATIVE
AGENT THE CERTIFICATION OR, IF APPLICABLE, RECERTIFICATION, CERTIFYING THAT SUCH
LENDER IS NOT A "SHELL" AND CERTIFYING TO OTHER MATTERS AS REQUIRED BY SECTION
313 OF THE U.S. PATRIOT ACT AND THE APPLICABLE REGULATIONS THEREUNDER: (I)
WITHIN 10 DAYS AFTER THE CLOSING DATE OR, IF