THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.
BORROWER AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAWS, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION 9.11(B).
(C)
BORROWER AND LENDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.
BORROWER AND LENDER REPRESENT THAT EACH
HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.
9.12
TAXES, ETC.
ANY TAXES (EXCLUDING INCOME TAXES)
PAYABLE OR RULED PAYABLE BY FEDERAL OR STATE AUTHORITY IN RESPECT OF THE
REVOLVING LOANS, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE PAID BY
BORROWER, TOGETHER WITH INTEREST AND PENALTIES, IF ANY.
9.13
GOVERNMENTAL REGULATION.
ANYTHING CONTAINED IN
THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, LENDER SHALL NOT BE OBLIGATED TO
EXTEND CREDIT TO BORROWER IN AN AMOUNT IN VIOLATION OF ANY LIMITATION OR
PROHIBITION PROVIDED BY ANY APPLICABLE STATUTE OR REGULATION.
9.14
TITLES OF ARTICLES AND SECTIONS.
ALL TITLES OR
HEADINGS TO ARTICLES AND SECTIONS OR OTHER DIVISIONS OF THIS AGREEMENT OR THE
EXHIBITS HERETO ARE ONLY FOR THE CONVENIENCE OF THE PARTIES AND SHALL NOT BE
CONSTRUED TO HAVE ANY EFFECT OR MEANING WITH RESPECT TO THE OTHER CONTENT OF
SUCH ARTICLES, SECTIONS OR OTHER DIVISIONS, SUCH OTHER CONTENT BEING CONTROLLING
AS TO THE AGREEMENT BETWEEN THE PARTIES HERETO.
62
9.15
AUTHORIZED SIGNATURES.
UNTIL LENDER IS NOTIFIED
BY BORROWER TO THE CONTRARY IN WRITING AS PROVIDED BY SECTION 9.1, THE SIGNATURE
UPON THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OF AN INDIVIDUAL
DESIGNATED IN BORROWER'S INCUMBENCY RESOLUTIONS OF EVEN DATE HEREWITH SHALL BIND
BORROWER AND BE DEEMED TO BE THE ACT OF BORROWER AFFIXED PURSUANT TO AND IN
ACCORDANCE WITH RESOLUTIONS DULY ADOPTED BY BORROWER'S BOARD OF DIRECTORS.
9.16
CONFIDENTIALITY.
LENDER AGREES THAT MATERIAL,
NON-PUBLIC INFORMATION REGARDING BORROWER AND ITS SUBSIDIARIES, THEIR
OPERATIONS, ASSETS, AND EXISTING AND CONTEMPLATED BUSINESS PLANS SHALL BE
TREATED BY LENDER IN A CONFIDENTIAL MANNER, AND SHALL NOT BE DISCLOSED BY LENDER
TO PERSONS WHO ARE NOT PARTIES TO THIS AGREEMENT, EXCEPT:
(A) TO ATTORNEYS FOR
AND OTHER ADVISORS, ACCOUNTANTS, AUDITORS, AND CONSULTANTS TO LENDER, (B) TO
SUBSIDIARIES AND AFFILIATES OF LENDER (INCLUDING THE BANK PRODUCT PROVIDERS),
PROVIDED THAT