EMPLOYED
BY OR ENGAGED, BY AGENT, A LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES OR A
LENDER'S ASSIGNEES OR PARTICIPANTS INCLUDING ATTORNEYS, AUDITORS, PROFESSIONAL
CONSULTANTS, RATING AGENCIES, INSURANCE INDUSTRY ASSOCIATIONS AND PORTFOLIO
MANAGEMENT SERVICES.
THE CONFIDENTIALITY PROVISIONS CONTAINED IN THIS SECTION
9.13 SHALL NOT APPLY TO DISCLOSURES (I) REQUIRED TO BE MADE BY AGENT OR ANY
LENDER TO ANY REGULATORY OR GOVERNMENTAL AGENCY OR PURSUANT TO LAW, RULE,
REGULATIONS OR LEGAL PROCESS OR (II) CONSISTING OF GENERAL PORTFOLIO INFORMATION
THAT DOES NOT SPECIFICALLY IDENTIFY BORROWERS.
EACH CREDIT PARTY CONSENTS TO
THE PUBLICATION BY AGENT OR ANY LENDER OF A TOMBSTONE OR SIMILAR ADVERTISING
MATERIAL RELATING TO THE FINANCING TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
AGENT OR SUCH LENDER SHALL PROVIDE A DRAFT OF ANY SUCH TOMBSTONE OR SIMILAR
ADVERTISING MATERIAL TO EACH CREDIT PARTY FOR REVIEW AND COMMENT PRIOR TO THE
PUBLICATION THEREOF.
AGENT MAY PROVIDE TO INDUSTRY TRADE ORGANIZATIONS
INFORMATION WITH RESPECT TO THE CREDIT FACILITY THAT IS NECESSARY AND CUSTOMARY
FOR INCLUSION IN LEAGUE TABLE MEASUREMENTS.
THE OBLIGATIONS OF AGENT AND
LENDERS UNDER THIS SECTION 9.13 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.
9.14.
CONSENT TO JURISDICTION.
BORROWERS AND CREDIT 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
ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWERS AND CREDIT PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF
THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS.
BORROWERS
AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND
AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWERS AND CREDIT
PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
BORROWER REPRESENTATIVE, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE
SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
9.15.
WAIVER OF JURY TRIAL.
BORROWERS, CREDIT 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.
BORROWERS, CREDIT 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
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THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN
THEIR RELATED FUTURE DEALINGS.
BORROWERS, CREDIT 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.
9.16.
SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
ALL AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE