any Credit Party in the courts of any jurisdiction or
jurisdictions in which such Credit Party may be served
12.21.
WAIVER OF TRIAL BY JURY
THE AGENT AND EACH OF THE LENDERS AND BORROWERS HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS
RELATING TO THE ADMINISTRATION OF THE LOAN FACILITY UNDER THIS AGREEMENT OR
ENFORCEMENT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND (ii) AGREE THAT
NONE OF THE BORROWERS, ANY LENDER OR THE AGENT WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF THE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR
THE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT AND FOR THE LENDERS TO
MAKE LOANS AVAILABLE TO THE BORROWERS. IT IS INTENDED THAT SAID WAIVERS SHALL
APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR
PROCEEDING.
12.22.
EFFECTIVE DATE
This Agreement shall be effective at such time (the "Effective Date") as (a)
executed counterparts hereof shall have been delivered to the Agent by Parent
Borrower and each Lender and the Agent shall have executed and delivered a
counterpart hereof to Parent Borrower and each Lender, and (b) all fees payable
to the Agent and the Lenders in connection herewith on or prior to the Effective
Date shall have been paid.
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12.23.
TREATMENT OF CERTAIN INFORMATION
The Agent and each of the Lenders agrees to use reasonable precautions to keep
confidential, in accordance with its customary procedures for handling
confidential information of the same nature, all non-public information (a)
provided to it by or on behalf Parent Borrower or any of its Subsidiaries
pursuant to or in connection with any Loan Document or (b) obtained by it based
on a review of the books and records of Parent Borrower or any of its
Subsidiaries; provided, however, that nothing herein shall limit the disclosure
of any such information (c) to the extent required by statute, rule, regulation
or judicial process, (d) on a confidential basis, to counsel for