and whether or not payable by a
Medicaid/Medicare Account Debtor and any rights it may have to enjoin or
otherwise obtain a judicial or administrative order preventing Senior Lender
from taking, or refraining from taking, any action with respect to all or any
part of the Collateral. Except as specifically set forth in this Agreement,
Subordinated Lender in no way waives any defenses or counterclaims or claims it
may have or could assert in any action or procedures brought against or by
Senior Lender.
26. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (I) ARISING UNDER
THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS EVIDENCED OR
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT EITHER PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 26 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY.
27. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SUBORDINATED LENDER, OBLIGOR AND SENIOR
LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF OR THEREOF. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND IS NOT RELYING UPON ORAL REPRESENTATIONS OR STATEMENTS
INCONSISTENT WITH THE TERMS AND/OR PROVISIONS OF THIS AGREEMENT.
28. Confidentiality and Publicity. Except as otherwise required under
federal and/or state securities laws, each of Obligor and Subordinated Lender
agrees, and each agrees to cause each of its affiliates, (i) not to transmit or
disclose any provision of this Agreement, any Loan Document to any Person (other
than to such Person's advisors and officers on a need-to-know basis) without
Senior Lender's prior written consent and (ii) to inform all Persons of the
confidential nature of this Agreement or the Loan Documents and to direct them
not to disclose the same to any other Person and to require each of them to be
bound by these provisions. Senior Lender reserves the right to review and
approve all materials that each of Subordinated Lender or Obligor or any of its
affiliates prepares that contain Senior Lender's name or describe or refer to
this Agreement or any Loan Document, any of the terms thereof or any of the
transactions contemplated thereby. Subordinated Lender or Obligor shall not, and
shall not permit any of its affiliates to, use Senior Lender's name (or the name
of any of Lender's affiliates) in