SUCH CONTRACTUAL COUNTERPARTY AGREES IN WRITING TO BE
BOUND BY THE PROVISIONS OF THIS SECTION 11.15); (II) TO THE EXTENT (A) REQUIRED
BY APPLICABLE LAWS AND REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS
OR (B) REQUESTED OR REQUIRED BY ANY REGULATORY AUTHORITY OR THE NATIONAL
ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY SIMILAR ORGANIZATION, OR ANY
NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO INFORMATION ABOUT A
LENDER'S INVESTMENT PORTFOLIO; (III) TO THE EXTENT SUCH INFORMATION (A) BECOMES
PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT,
(B) BECOMES AVAILABLE TO SUCH LENDER ON A NON-CONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN A LOAN PARTY OR ITS AFFILIATES OR (C) WAS AVAILABLE TO SUCH LENDER ON
A NON-CONFIDENTIAL BASIS PRIOR TO ITS DISCLOSURE TO SUCH LENDER BY A LOAN PARTY
OR ITS AFFILIATES; (IV) TO ANY ACTUAL OR PROSPECTIVE ASSIGNEE OF, OR PROSPECTIVE
PURCHASER OF A PARTICIPATION IN, THE RIGHTS OF SUCH LENDER HEREUNDER, IN EACH
CASE SUBJECT TO PARAGRAPH (C) BELOW; OR (V) IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THE ENFORCEMENT OF RIGHTS HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
AS
USED IN THIS SECTION 11.15, AS TO ANY LENDER, THE TERM "INFORMATION" SHALL MEAN
THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY OTHER MATERIALS, DOCUMENTS AND
INFORMATION THAT EITHER BORROWER OR ANY OF ITS AFFILIATES MAY HAVE FURNISHED OR
MAY HEREAFTER FURNISH TO ANY LENDER IN CONNECTION WITH THIS AGREEMENT.
(B)
EACH LENDER AGREES THAT IT WILL USE THE INFORMATION ONLY FOR PURPOSES
RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN DOCUMENTS,
PROVIDED THAT (I) IF THE CONDITIONS REFERRED TO IN ANY OF SUBCLAUSES (A) THROUGH
(C) OF CLAUSE (III) OF PARAGRAPH (A) ABOVE ARE MET, SUCH LENDER MAY OTHERWISE
USE THE INFORMATION AND (II) IF SUCH LENDER OR ANY OF ITS
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AFFILIATES IS OTHERWISE A CREDITOR OF A LOAN PARTY, SUCH LENDER OR ANY SUCH
AFFILIATE MAY USE THE INFORMATION IN CONNECTION WITH ITS OTHER CREDITS TO SUCH
LOAN PARTY.
(C)
EACH LENDER AGREES THAT IT WILL NOT DISCLOSE ANY OF THE INFORMATION TO ANY
ACTUAL OR PROSPECTIVE ASSIGNEE OF SUCH LENDER OR PARTICIPANT IN ANY RIGHTS OF
SUCH LENDER UNDER THIS AGREEMENT UNLESS SUCH ACTUAL OR PROSPECTIVE ASSIGNEE OR
PARTICIPANT FIRST EXECUTES AND DELIVERS TO SUCH LENDER OR THE BORROWERS A
CONFIDENTIALITY LETTER CONTAINING SUBSTANTIALLY THE UNDERTAKINGS SET FORTH IN
THIS SECTION 11.15.
SECTION 11.16.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
EACH OF SSCC
AND THE BORROWERS HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES