Loan Party for review and
comment prior to the publication thereof.
Agent may provide to industry trade
organizations information with respect to, or relating to, this Agreement that
is necessary and customary for inclusion in league table measurements.
The
obligations of Agent and Lenders under this Section 10.14 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.
Agent and each Lender acknowledge that from time to time
they may be in possession of material non-public information about Borrower, the
Sponsors, and their publicly traded parent corporations.
Agent and each Lender
are aware that United States securities laws impose restrictions on trading in
securities while in possession of material non-public information or "tipping"
others with respect to such trading.
10.15
CONSENT TO JURISDICTION.
BORROWER AND LOAN PARTIES HEREBY CONSENT
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK
COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S
91
ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS
SHALL BE LITIGATED IN SUCH COURTS.
BORROWER AND LOAN PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF
THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS.
BORROWER
AND LOAN PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER AND LOAN PARTIES 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.
NOTWITHSTANDING THE FOREGOING,
EACH LOAN PARTY HEREBY APPOINTS CT CORPORATION SYSTEM, LOCATED 111 EIGHTH
AVENUE, 13TH FLOOR, NEW YORK, NY 10011, U.S.A. AS ITS AGENT FOR SERVICE OF
PROCESS IN ANY PROCEEDING IN ANY COURTS LOCATED IN THE CITY OF NEW YORK IN
CONNECTION WITH ANY OF THE LOAN DOCUMENTS.
10.16
WAIVER OF JURY TRIAL.
BORROWER, LOAN PARTIES, AGENT
AND EACH
LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
BORROWER, LOAN PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS.
BORROWER, LOAN PARTIES, AGENT AND EACH LENDER WARRANT AND
REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.
10.17
Survival of Warranties and Certain Agreements.
All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement, the making of the Term Loan, and the execution