ON
THE AMOUNTS PAYABLE TO THE BORROWER AND THE ADMINISTRATIVE AGENT UNDER THIS
SECTION 10.16, AND COSTS AND EXPENSES (INCLUDING ATTORNEY COSTS) OF THE BORROWER
AND THE ADMINISTRATIVE AGENT.
THE OBLIGATION OF THE FOREIGN LENDERS OR U.S.
LENDERS, SEVERALLY, UNDER THIS SECTION 10.16 SHALL SURVIVE THE TERMINATION OF
THE AGGREGATE COMMITMENTS, REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER AND THE
RESIGNATION OF THE ADMINISTRATIVE AGENT.
10.17
Governing Law.
(a)
THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
THE
BORROWER, EACH 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.
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
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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 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
10.19
Binding Effect.
This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative Agent
shall have been notified by each Lender, Swing Line Lender and the L/C Issuer
that each such Lender, Swing Line Lender and the L/C Issuer has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, each
Agent and each Lender and their respective successors and permitted assigns,
except that the Borrower shall not have the right (other than pursuant to
Section 7.03(h)) to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.
10.20
USA PATRIOT Act Notice.
Each Lender and the
Administrative Agent (for