WITH THE EXPRESS PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
(II)
AS REQUIRED BY APPLICABLE LAW OR THE RULES OF ANY RELEVANT STOCK
EXCHANGE OR REQUIREMENT OF THE TRUSTEE, BY ORDER OR DECREE OF A COURT OR OTHER
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH PARTY, OR IN CONNECTION
WITH SUCH PARTY'S ENFORCEMENT OF ANY RIGHTS IT MAY HAVE AT LAW OR IN EQUITY;
(III)
ON A "NEED TO KNOW" BASIS TO PERSONS WITHIN OR OUTSIDE SUCH
PARTY'S ORGANIZATION, SUCH AS ATTORNEYS, ACCOUNTANTS, BANKERS, FINANCIAL
ADVISORS AND OTHER CONSULTANTS; OR
(IV)
AFTER SUCH INFORMATION HAS BECOME PUBLICLY AVAILABLE WITHOUT
BREACH OF THIS AGREEMENT.
(D)
FEES AND COSTS.
IN THE EVENT OF ARBITRATION, THE PREVAILING PARTY
SHALL BE ENTITLED TO ALL OF ITS COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND
COSTS AND EXPENSES, FROM THE NONPREVAILING PARTY.
(E)
LOCATION OF ARBITRATION.
THE ARBITRATION SHALL TAKE PLACE AT A
LOCATION IN AN AGREED CITY IN THE STATE OF NEW YORK OR SUCH OTHER PLACE AS THE
PARTIES MAY JOINTLY AGREE.
THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 45 DAYS
FROM THE CONCLUSION OF THE ARBITRATION.
(F)
ENFORCEMENT OF ARBITRATION DECISIONS.
THE DECISION OF THE
ARBITRATOR WILL BE FINAL AND BINDING AND ENFORCED WITH THE SAME FORCE AND EFFECT
AS A DECREE OF A COURT HAVING COMPETENT JURISDICTION AS PROVIDED UNDER SECTION
7.02 (E) HEREOF.
FOR THIS
20
PURPOSE, SHOULD THE LOSING PARTY IN ANY ARBITRATION PROCEEDING PURSUANT TO THIS
SECTION 7.03 REFUSE TO ABIDE BY THE DECISION OF THE ARBITRATOR, THE PREVAILING
PARTY MAY APPLY SOLELY TO ANY UNITED STATES DISTRICT COURT FOR NEW YORK OR THE
NEW YORK STATE SUPREME COURT IN AND FOR NEW YORK COUNTY, NEW YORK TO COMPEL
ENFORCEMENT OF THE ARBITRATOR'S AWARD RESULTING FROM BINDING ARBITRATION.
IN
THE SOLE EVENT THAT NEITHER THE UNITED STATES DISTRICT COURTS OF NEW YORK NOR
THE NEW YORK STATE SUPREME COURT IN AND FOR NEW YORK COUNTY, NEW YORK, TAKES
JURISDICTION OVER SUCH ENFORCEMENT ACTION, THE PREVAILING PARTY MAY APPLY TO THE
COURTS OF THE NATION FOR THE ENFORCEMENT OF SUCH ACTION.
EACH PARTY HERETO
CONSENTS TO THE JURISDICTION OF EACH SUCH COURT FOR THIS PURPOSE.
EACH NATION
PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ITS SOVEREIGN IMMUNITY WITH
RESPECT TO THE ENTRY OF JUDGMENT ON, AND ENFORCEMENT OF, SUCH AWARD BY SUCH
COURTS.
(G)
DESIGNATION OF SERVICE RECIPIENTS.
IN ANY ACTION OR PROCEEDING AS
TO WHICH A NATION PARTY HAS WAIVED ITS SOVEREIGN IMMUNITY AS SET FORTH IN
SECTION 7.02 HEREOF, EACH NATION PARTY CONSENTS AND AGREES THAT PROCESS AGAINST
IT SHALL BE EFFECTIVE IF SERVED:
(I)
IF TO THE NATION, ON THE PRESIDENT OF THE NATION; OR BY SENDING
TWO COPIES OF THE PROCESS BY REGISTERED OR CERTIFIED MAIL TO THE PRESIDENT OF
THE NATION AT THE ADDRESS SET FORTH IN SECTION 8.07 HEREOF.
(II)
IF TO THE AUTHORITY, ON THE CHAIRMAN OF THE BOARD OF
COMMISSIONERS OF THE AUTHORITY; OR BY SENDING TWO COPIES OF THE PROCESS BY
REGISTERED OR