ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED.
SECTION 11.12
WAIVER OF JURY TRIAL.
EACH OF BORROWER, ADMINISTRATIVE AGENT AND LENDERS HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
93
BEFORE A COURT AND NOT BEFORE A JURY.
EACH OF BORROWER, ADMINISTRATIVE AGENT
AND EACH LENDER ACKNOWLEDGES 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 FINANCING DOCUMENTS, AND THAT EACH WILL
CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH OF
BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WARRANTS AND REPRESENTS 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.
SECTION 11.13
PUBLICATION; ADVERTISEMENT.
(A)
PUBLICATION.
NO CREDIT PARTY WILL DIRECTLY OR INDIRECTLY PUBLISH,
DISCLOSE OR OTHERWISE USE IN ANY PUBLIC DISCLOSURE, ADVERTISING MATERIAL,
PROMOTIONAL MATERIAL, PRESS RELEASE OR INTERVIEW, ANY REFERENCE TO THE NAME,
LOGO OR ANY TRADEMARK OF MERRILL LYNCH OR BANK OF IRELAND OR ANY OF THEIR
RESPECTIVE AFFILIATES OR ANY REFERENCE TO THIS AGREEMENT OR THE FINANCING
EVIDENCED HEREBY, IN ANY CASE EXCEPT (I) AS REQUIRED BY LAW, SUBPOENA OR
JUDICIAL OR SIMILAR ORDER, IN WHICH CASE THE APPLICABLE CREDIT PARTY SHALL GIVE
ADMINISTRATIVE AGENT PRIOR WRITTEN NOTICE OF SUCH PUBLICATION OR OTHER
DISCLOSURE OR (II) WITH MERRILL LYNCH'S OR BANK OF IRELAND'S PRIOR WRITTEN
CONSENT, AS APPLICABLE.
(B)
ADVERTISEMENT.
EACH LENDER AND EACH CREDIT PARTY HEREBY
AUTHORIZES MERRILL LYNCH (WITH BANK OF IRELAND'S CONSENT, NOT TO BE UNREASONABLY
WITHHELD OR DELAYED) TO PUBLISH THE NAME OF SUCH LENDER AND CREDIT PARTY, THE
EXISTENCE OF THE FINANCING ARRANGEMENTS REFERENCED UNDER THIS AGREEMENT, THE
PRIMARY PURPOSE AND/OR STRUCTURE OF THOSE ARRANGEMENTS, THE AMOUNT OF CREDIT
EXTENDED UNDER EACH FACILITY, THE TITLE AND ROLE OF EACH PARTY TO THIS
AGREEMENT, AND THE TOTAL AMOUNT OF THE FINANCING EVIDENCED HEREBY IN ANY
"TOMBSTONE", COMPARABLE ADVERTISEMENT OR PRESS RELEASE WHICH MERRILL LYNCH
ELECTS TO SUBMIT FOR PUBLICATION.
IN ADDITION, EACH LENDER AND EACH CREDIT
PARTY AGREES THAT MERRILL LYNCH (WITH BANK OF IRELAND'S CONSENT, NOT TO BE
UNREASONABLY WITHHELD OR DELAYED) MAY PROVIDE LENDING INDUSTRY TRADE
ORGANIZATIONS WITH INFORMATION NECESSARY AND CUSTOMARY FOR INCLUSION IN LEAGUE
TABLE MEASUREMENTS AFTER THE CLOSING DATE.
WITH RESPECT TO ANY OF THE
FOREGOING, MERRILL LYNCH SHALL PROVIDE BORROWER WITH AN OPPORTUNITY TO REVIEW
AND CONFER WITH MERRILL LYNCH REGARDING THE CONTENTS OF ANY SUCH TOMBSTONE,
ADVERTISEMENT OR INFORMATION, AS APPLICABLE, PRIOR TO ITS SUBMISSION FOR
PUBLICATION AND, FOLLOWING SUCH REVIEW PERIOD, MERRILL LYNCH MAY, FROM TIME TO
TIME, PUBLISH SUCH INFORMATION IN ANY MEDIA FORM DESIRED BY MERRILL LYNCH, UNTIL
SUCH TIME