IN THE COURTS OF THE
STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR IN THE
UNITED
STATES
DISTRICT
COURT
FOR
THE
SOUTHERN
DISTRICT
OF
NEW
YORK,
PROVIDED, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT
LENDER'S OPTION, IN THE COURTS OF ANY
JURISDICTION
WHERE
LENDER
ELECTS
TO
BRING
SUCH
ACTION
OR
WHERE
SUCH
COLLATERAL OR OTHER PROPERTY MAY BE
FOUND, AND EACH BORROWER AND EACH
OTHER LOAN PARTY HEREBY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFOREMENTIONED
COURTS.
EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY
EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,
ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON
UPON 28
U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING AND
ADJUDICATION
OF
ANY
SUCH
ACTION,
SUIT
OR
PROCEEDING
IN
ANY
OF
THE
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AFOREMENTIONED COURTS AND TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS
IS DEEMED APPROPRIATE BY THE COURT.
EACH BORROWER AND EACH
OTHER LOAN PARTY
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT
OR ANY OTHER LOAN
DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER,
AMENDMENT, INSTRUMENT, DOCUMENT OR
OTHER AGREEMENT DELIVERED OR WHICH
IN THE FUTURE MAY BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH, OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE OTHER
TRANSACTION
DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR
COUNTERCLAIM
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH
BORROWER AND
EACH
OTHER
LOAN
PARTY
HEREBY
WAIVES
PERSONAL
SERVICE
OF
ANY
AND
ALL
PROCESS UPON ANY BORROWER OR ANY OTHER LOAN PARTY AND CONSENTS
THAT
ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO BORROWERS' NOTICE ADDRESS (ON BEHALF OF
BORROWERS OR
SUCH LOAN PARTY) SET FORTH IN SECTION 10.1 HEREOF AND SERVICE
SO MADE SHALL BE
DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
HAVE BEEN SO
DEPOSITED IN THE MAIL, OR, AT LENDER'S OPTION, BY SERVICE UPON
BORROWERS OR ANY
OTHER LOAN PARTY IN ANY OTHER MANNER PROVIDED UNDER
THE RULES OF ANY SUCH
COURTS.
10.16
Publication.
Each Borrower and each other Loan Party consents to the
publication by
Lender of a tombstone, press releases or similar advertising
material relating to the financing transactions
contemplated by this Agreement,
and Lender reserves the right to provide to industry trade organizations
information necessary and customary for inclusion in league table measurements.
10.17
Confidentiality.
Lender agrees to use commercially reasonable efforts
not to disclose
Confidential Information to any Person without the prior
consent of Borrowers; provided, however, that
nothing herein contained shall
limit any disclosure of the tax structure of the transactions contemplated
hereby, or the disclosure of any