OBLIGATIONS (ALL AS THOUGH SUCH PAYMENT HAD NEVER BEEN MADE).
10.10.
USE OF LOGO.
EACH LOAN PARTY AUTHORIZES AGENT TO USE ITS NAME, LOGO
AND/OR TRADEMARK WITHOUT NOTICE TO OR CONSENT BY SUCH LOAN PARTY, IN CONNECTION
WITH CERTAIN PROMOTIONAL MATERIALS THAT
33
AGENT MAY DISSEMINATE TO THE PUBLIC.
THE PROMOTIONAL MATERIALS MAY INCLUDE, BUT
ARE NOT LIMITED TO, BROCHURES, VIDEO TAPE, INTERNET WEBSITE, PRESS RELEASES,
ADVERTISING IN NEWSPAPER AND/OR OTHER PERIODICALS, LUCITES, AND ANY OTHER
MATERIALS RELATING THE FACT THAT AGENT HAS A FINANCING RELATIONSHIP WITH
BORROWER AND SUCH MATERIALS MAY BE DEVELOPED, DISSEMINATED AND USED WITHOUT LOAN
PARTIES' REVIEW.
NOTHING HEREIN OBLIGATES AGENT TO USE A LOAN PARTY'S NAME,
LOGO AND/OR TRADEMARK, IN ANY PROMOTIONAL MATERIALS OF AGENT.
LOAN PARTIES
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS RESPECTIVE AFFILIATES TO, ISSUE ANY
PRESS RELEASE OR OTHER PUBLIC DISCLOSURE (OTHER THAN ANY DOCUMENT FILED WITH ANY
GOVERNMENTAL AUTHORITY RELATING TO A PUBLIC OFFERING OF THE SECURITIES OF
BORROWER) USING THE NAME, LOGO OR OTHERWISE REFERRING TO GENERAL ELECTRIC
CAPITAL CORPORATION, GE HEALTHCARE FINANCIAL SERVICES, INC. OR OF ANY OF THEIR
AFFILIATES, THE DEBT DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN
WITHOUT AT LEAST TWO (2) BUSINESS DAYS PRIOR WRITTEN NOTICE TO AND THE PRIOR
WRITTEN CONSENT OF AGENT UNLESS, AND ONLY TO THE EXTENT THAT, LOAN PARTIES OR
SUCH AFFILIATE IS REQUIRED TO DO SO UNDER APPLICABLE LAW AND THEN, ONLY AFTER
CONSULTING WITH AGENT PRIOR THERETO.
10.11.
WAIVER OF JURY TRIAL.
EACH OF LOAN PARTIES, AGENT AND LENDERS
UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER DEBT
DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS AMONG LOAN
PARTIES, AGENT AND/OR LENDERS RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION
OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED
AMONG LOAN PARTIES, AGENT AND/OR LENDERS.
THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT.
THIS WAIVER IS IRREVOCABLE.
THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING.
THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION.
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
10.12.
GOVERNING LAW.
THIS AGREEMENT, THE OTHER DEBT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH
STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
REGARDLESS OF THE LOCATION OF THE COLLATERAL.
IF ANY ACTION ARISING OUT OF THIS
AGREEMENT OR ANY OTHER DEBT DOCUMENT IS COMMENCED BY AGENT IN THE STATE COURTS