NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE).
EACH
OBLIGOR AGREES THAT AGENT'S OR ANY LENDER'S COUNSEL IN ANY SUCH DISPUTE
RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER
CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED
IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION.
EACH OBLIGOR IN ANY
EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH
DISPUTE RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT
OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER
FORM) OR OTHER THINGS UNDER ITS CONTROL AND RELATING TO THE DISPUTE.
10.15
WAIVER OF JURY TRIAL.
EACH OBLIGOR, 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.
EACH OBLIGOR, 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 THE OTHER LOAN
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DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS.
EACH OBLIGOR, 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.
10.16
CONSTRUCTION.
EACH OBLIGOR, AGENT AND EACH LENDER
EACH ACKNOWLEDGE THAT IT HAS HAD THE BENEFIT OF LEGAL COUNSEL OF ITS OWN CHOICE
AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS WITH ITS LEGAL COUNSEL AND THAT THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED AS IF JOINTLY DRAFTED BY EACH OBLIGOR, AGENT AND
EACH LENDER.
10.17
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT AND ANY
AMENDMENTS, WAIVERS, CONSENTS, OR SUPPLEMENTS MAY BE EXECUTED VIA TELECOPIER OR
FACSIMILE TRANSMISSION IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED
SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH COUNTERPARTS TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE
UPON THE EXECUTION OF A COUNTERPART HEREOF BY EACH OF THE PARTIES HERETO.
10.18
CONFIDENTIALITY.
AGENT AND EACH LENDER AGREE TO
EXERCISE THEIR BEST EFFORTS TO KEEP CONFIDENTIAL ANY NON-PUBLIC INFORMATION
DELIVERED PURSUANT TO THE LOAN DOCUMENTS AND IDENTIFIED AS SUCH BY BORROWER AND
NOT TO DISCLOSE SUCH INFORMATION TO PERSONS OTHER THAN TO: ITS RESPECTIVE
AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES; OR ITS POTENTIAL ASSIGNEES OR
PARTICIPANTS; OR PERSONS EMPLOYED BY OR ENGAGED BY AGENT, A LENDER OR A LENDER'S
ASSIGNEES OR PARTICIPANTS INCLUDING, WITHOUT LIMITATION, ATTORNEYS, AUDITORS,
PROFESSIONAL CONSULTANTS, RATING AGENCIES AND PORTFOLIO MANAGEMENT SERVICES.
THE CONFIDENTIALITY PROVISIONS CONTAINED IN THIS SUBSECTION SHALL NOT APPLY TO
DISCLOSURES (I) REQUIRED TO BE MADE BY AGENT OR ANY LENDER TO ANY REGULATORY OR
GOVERNMENTAL AGENCY OR PURSUANT TO LEGAL PROCESS OR (II) CONSISTING