THE TERMS AND FOR THE
PURPOSES
OF THIS
PROVISION.
EACH PARTY
IRREVOCABLY
CONSENTS
TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED
COURTS IN ANY
SUCH ACTION OR
PROCEEDING
BY THE MAILING OF COPIES
THEREOF BY
REGISTERED
OR
CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN Section 12.01
OR SUCH
OTHER
ADDRESS
AS IS
SPECIFIED
PURSUANT
TO
Section
12.01
(OR ITS
87
ASSIGNMENT
AND
ASSUMPTION),
SUCH SERVICE TO BECOME
EFFECTIVE
UPON
RECEIPT.
NOTHING
HEREIN
SHALL
AFFECT
THE RIGHT OF A PARTY OR ANY
HOLDER OF A NOTE TO
SERVE
PROCESS
IN ANY
OTHER
MANNER
PERMITTED
BY LAW
OR TO
COMMENCE
LEGAL
PROCEEDINGS
OR
OTHERWISE
PROCEED
AGAINST
ANOTHER
PARTY
IN
ANY
OTHER
JURISDICTION.
(d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY
WAIVES,
TO THE FULLEST
EXTENT
PERMITTED
BY LAW,
TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING
RELATING TO THIS
AGREEMENT
OR ANY OTHER LOAN
DOCUMENT AND FOR ANY
COUNTERCLAIM
THEREIN;
(ii)
IRREVOCABLY
WAIVES,
TO THE
MAXIMUM
EXTENT
NOT
PROHIBITED
BY LAW,
ANY
RIGHT
IT MAY HAVE TO
CLAIM
OR
RECOVER
IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES;
(iii)
CERTIFIES
THAT NO PARTY
HERETO
NOR ANY
REPRESENTATIVE
OR AGENT OF
COUNSEL
FOR ANY PARTY
HERETO HAS
REPRESENTED,
EXPRESSLY OR
OTHERWISE,
OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE
EVENT OF
LITIGATION,
SEEK TO
ENFORCE
THE
FOREGOING
WAIVERS,
AND (iv)
ACKNOWLEDGES
THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS
AGREEMENT,
THE LOAN
DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 12.09.
Section 12.10 Headings.
Article
and
Section
headings
and
the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement
and
shall
not
affect
the
construction
of,
or
be
taken
into
consideration in interpreting, this Agreement.
Section 12.11 Confidentiality.
Each
of
the
Administrative
Agent,
the
Issuing
Bank and the Lenders
agrees to
maintain
the
confidentiality
of the
Information (as defined below),
except that Information may be disclosed (a) to
its and its Affiliates'
directors,
officers,
employees and agents,
including
accountants,
legal
counsel and other
advisors (it being
understood
that the
Persons to whom such
disclosure
is made will be informed
of the
confidential
nature
of
such
Information
and
instructed
to
keep
such
Information
confidential),
(b) to the extent requested by any regulatory authority,
(c) to
the extent
required by
applicable
laws or
regulations
or by any subpoena or
similar
legal
process,
(d) to any other party to this
Agreement or any other
Loan Document,
(e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the
enforcement of rights
hereunder or
thereunder,
(f) subject to an agreement containing provisions substantially the
same as those of this Section 12.11,
to (i) any assignee of or Participant
in,
or
any