OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT BROUGHT IN ANY SPECIFIED COURT, AND HEREBY FURTHER IRREVOCABLY
WAIVE ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE PARTIES FURTHER
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE SPECIFIED COURTS
IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
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PREPAID, TO ANY PARTY AT ITS ADDRESS AS PROVIDED IN THIS AGREEMENT OR AS
OTHERWISE PROVIDED BY APPLICABLE LAW.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF
ANY PARTY TO COMMENCE PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY
IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
APPLICABLE LAW.
SECTION 11.17
CONFIDENTIALITY.
EACH LIQUIDITY BANK AND THE ADMINISTRATIVE
AGENT HEREBY AGREE THAT ALL KNOWLEDGE OF INFORMATION, PRACTICES, BOOKS,
CORRESPONDENCE AND RECORDS PROVIDED TO IT BY BAFC IS TO BE REGARDED AS
CONFIDENTIAL INFORMATION AND AGREES THAT (I) IT SHALL RETAIN IN STRICT
CONFIDENCE AND SHALL USE REASONABLE EFFORTS TO ENSURE THAT ITS REPRESENTATIVES
RETAIN IN STRICT CONFIDENCE AND WILL NOT DISCLOSE WITHOUT THE PRIOR WRITTEN
CONSENT OF BAFC ANY OR ALL OF SUCH INFORMATION, PRACTICES, BOOKS, CORRESPONDENCE
AND RECORDS FURNISHED TO THEM AND (II) IT WILL NOT, AND WILL USE ITS BEST
EFFORTS TO ENSURE THAT ITS REPRESENTATIVES WILL NOT, MAKE ANY USE WHATSOEVER
(OTHER THAN FOR THE PURPOSES CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS) OF ANY OF SUCH INFORMATION, PRACTICES, BOOKS,
CORRESPONDENCE AND RECORDS WITHOUT THE PRIOR WRITTEN CONSENT OF BAFC, UNLESS
SUCH INFORMATION IS GENERALLY AVAILABLE TO THE PUBLIC OR IS REQUIRED BY LAW,
REGULATION, COURT ORDER, STOCK EXCHNAGE OR BY ANY REGULATORY AUTHORITY HAVING
JURISDICTION OVER IT, TO BE DISCLOSED.
This Section 11.17 shall survive the termination of this Agreement.
SECTION 11.18
FINAL AGREEMENT.
THIS WRITTEN AGREEMENT AND THE LIQUIDITY
LOAN NOTES REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
SECTION 11.19
U.S.A. PATRIOT ACT.
EACH LIQUIDITY BANK HEREBY NOTIFIES BAFC
THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L.
107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES BAFC, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF BAFC AND OTHER INFORMATION THAT WILL ALLOW SUCH
LIQUIDITY BANK TO IDENTIFY BAFC IN ACCORDANCE WITH THE ACT.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart