OBLIGATIONS OF AGENT AND LENDERS UNDER THIS SECTION 9.13 SHALL
SUPERSEDE AND REPLACE THE OBLIGATIONS OF AGENT AND LENDERS UNDER ANY
CONFIDENTIALITY AGREEMENT IN RESPECT OF THIS FINANCING EXECUTED AND DELIVERED BY
AGENT OR ANY LENDER PRIOR TO THE DATE HEREOF.
9.14
CONSENT TO JURISDICTION.
BORROWER, CREDIT
PARTIES, AGENT AND LENDERS HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY
AGREE THAT, SUBJECT TO AGENT'S OR BORROWER'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO
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THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWER, CREDIT PARTIES, AGENT AND LENDERS EXPRESSLY SUBMIT AND CONSENT TO THE
JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON
CONVENIENS.
BORROWER, CREDIT PARTIES, AGENT AND LENDERS HEREBY WAIVE PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE
MADE UPON BORROWER, CREDIT PARTIES, AGENT AND LENDERS BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY, AT THE ADDRESS SET
FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS
AFTER THE SAME HAS BEEN POSTED.
IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER
DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BORROWER,
CREDIT PARTIES, AGENT AND LENDERS OR ANY OF THEIR AFFILIATES SHALL BE DEEMED TO
BE EMPLOYEES OR MANAGING AGENTS OF BORROWER OR SUCH CREDIT PARTIES OR SUCH AGENT
OR LENDERS FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE
PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
TRIAL OR OTHERWISE).
BORROWER, CREDIT PARTIES, AGENT AND LENDERS AGREE THAT THE
OTHER PARTY'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.
BORROWER, CREDIT PARTIES, AGENT AND LENDERS 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 ANY OTHER
PARTY, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR
OTHER THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE; PROVIDED, THAT IN
NO EVENT SHALL COMPLIANCE WITH THIS SENTENCE BE REQUIRED IF SUCH COMPLIANCE
COULD REASONABLY BE EXPECTED TO RESULT IN ANY WAIVER OF ANY ATTORNEY-CLIENT
PRIVILEGE, WORK PRODUCT PRIVILEGE OR ANY OTHER PRIVILEGE WHICH MAY BE AVAILABLE
UNDER APPLICABLE LAW.
9.15
WAIVER OF JURY TRIAL.
BORROWER, CREDIT PARTIES,
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.
BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON