ORDER OR SIMILAR ORDER AND IN CONNECTION
WITH ANY LITIGATION AND (IV) AS MAY BE REQUIRED IN CONNECTION WITH THE
EXAMINATION, AUDIT OR SIMILAR INVESTIGATION OF SUCH PERSON.
CONFIDENTIAL
INFORMATION SHALL INCLUDE ONLY SUCH INFORMATION IDENTIFIED AS SUCH AT THE TIME
PROVIDED TO AGENT AND SHALL NOT INCLUDE INFORMATION THAT EITHER: (I) IS IN THE
PUBLIC DOMAIN, OR BECOMES PART OF THE PUBLIC DOMAIN AFTER DISCLOSURE TO SUCH
PERSON THROUGH NO FAULT OF SUCH PERSON, OR (II) IS DISCLOSED TO SUCH PERSON BY A
PERSON OTHER THAN A CREDIT PARTY, PROVIDED AGENT DOES NOT HAVE ACTUAL KNOWLEDGE
THAT SUCH THIRD PARTY IS PROHIBITED FROM DISCLOSING SUCH INFORMATION.
THE
OBLIGATIONS OF AGENT AND LENDERS UNDER THIS SECTION 11.8 SHALL SUPERSEDE AND
REPLACE THE OBLIGATIONS OF AGENT AND LENDERS UNDER ANY CONFIDENTIALITY AGREEMENT
IN RESPECT OF THIS FINANCING EXECUTED AND DELIVERED BY AGENT OR ANY LENDER PRIOR
TO THE DATE HEREOF.
SECTION 11.9
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS
AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
BORROWER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO
AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.
BORROWER HEREBY WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED.
SECTION 11.10
WAIVER OF JURY TRIAL.
EACH OF BORROWER, AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
SECTION 11.11
PUBLICATION; ADVERTISEMENT.
(A)
PUBLICATION.
NO CREDIT PARTY WILL DIRECTLY OR INDIRECTLY PUBLISH,
DISCLOSE OR OTHERWISE USE IN ANY PUBLIC DISCLOSURE, ADVERTISING MATERIAL,
PROMOTIONAL MATERIAL, PRESS RELEASE OR INTERVIEW, ANY REFERENCE TO THE NAME,
LOGO OR ANY TRADEMARK OF MERRILL LYNCH OR ANY OF ITS
AFFILIATES OR ANY REFERENCE TO THIS AGREEMENT OR THE FINANCING EVIDENCED HEREBY,
IN ANY CASE EXCEPT (I) AS REQUIRED BY ANY LAW, REGULATION, RULE, REQUEST OR
ORDER, SUBPOENA OR JUDICIAL OR SIMILAR ORDER, IN WHICH CASE THE APPLICABLE
CREDIT PARTY SHALL GIVE ADMINISTRATIVE AGENT PRIOR WRITTEN NOTICE OF SUCH
PUBLICATION OR OTHER DISCLOSURE OR (II) WITH MERRILL LYNCH'S PRIOR WRITTEN
CONSENT.
(B)
ADVERTISEMENT.
EACH LENDER AND EACH CREDIT