law
amortize, prorate, allocate and spread in equal parts during the period of the
full stated term of the Note, all amounts considered to be interest under
applicable law at any time contracted for, charged, received or reserved in
connection with the Obligations.
Section 9.13.
Waiver of Jury; Consent to Jurisdiction.
THE
BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH BANK HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH SUCH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT
SITTING IN DALLAS, TEXAS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS, AND THE TRANSACTIONS
CONTEMPLATED THEREBY.
Section 9.14.
Claims Subject to Judicial Reference; Selection of
Referee.
ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING
THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY HERETO, BE DETERMINED BY
REFERENCE (AS DEFINED BELOW). THE PARTIES HERETO SHALL SELECT A SINGLE REFEREE,
WHO SHALL BE A RETIRED STATE OR FEDERAL COURT JUDGE WITH AT LEAST FIVE YEARS OF
JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT THAT THE PARTIES CANNOT AGREE
UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE PARTIES SHALL
EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE
PROVIDES IN THE STATEMENT OF DECISION. THE REFERENCE SHALL BE CONDUCTED PURSUANT
TO APPLICABLE LAW. THE REFEREE SHALL DETERMINE ALL ISSUES RELATING TO THE
APPLICABILITY, INTERPRETATION, LEGALITY AND ENFORCEABILITY OF THIS AGREEMENT. IN
THE EVENT THAT MULTIPLE CLAIMS ARE ASSERTED, SOME OF WHICH ARE FOUND NOT SUBJECT
TO THIS AGREEMENT, THE PARTIES HERETO AGREE TO STAY THE PROCEEDINGS OF THE
CLAIMS NOT SUBJECT TO THIS AGREEMENT UNTIL ALL OTHER CLAIMS ARE RESOLVED IN
ACCORDANCE WITH THIS AGREEMENT. IN THE EVENT THAT CLAIMS ARE ASSERTED AGAINST
MULTIPLE PARTIES, SOME OF WHOM ARE NOT SUBJECT TO THIS AGREEMENT, THE PARTIES
AGREE TO SEVER THE CLAIMS SUBJECT TO THIS AGREEMENT AND RESOLVE THEM IN
ACCORDANCE WITH THIS AGREEMENT. IN THE EVENT OF ANY CHALLENGE TO THE LEGALITY OR
ENFORCEABILITY OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER THE COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED
BY IT IN CONNECTION THEREWITH. AS USED IN THIS SECTION 9.14, "CLAIM" SHALL MEAN,
CAUSE OF ACTION, ACTION, DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARTIES
HERETO, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR
RELATES TO: (I) ANY OF THE CREDIT DOCUMENTS; (II) ANY NEGOTIATIONS OR
COMMUNICATIONS RELATING TO ANY OF THE CREDIT DOCUMENTS, WITHER OR NOT
INCORPORATED INTO THE CREDIT DOCUMENTS OR ANY INDEBTEDNESS EVIDENCED THEREBY; OR
(III) ANY ALLEGED AGREEMENTS, PROMISES, REPRESENTATIONS OR TRANSACTIONS IN
59
CONNECTION THEREWITH, AND "REFERENCE" SHALL MEAN A JUDICIAL REFERENCE CONDUCTED
PURSUANT TO THIS