NEW YORK,
AND APPELLATE COURTS FROM ANY THEREOF;
(II)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH
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ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(III)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS
ADDRESS SET FORTH IN SUBSECTION 11.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND
(IV)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.
11.13.
ACKNOWLEDGEMENTS.
THE BORROWER HEREBY ACKNOWLEDGES THAT:
(a)
it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;
(b)
none of the Administrative Agent or any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Administrative Agents and the Lenders, on the one hand, and the Borrower, on
the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and
(c)
no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.
11.14.
WAIVERS OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
11.15.
CONFIDENTIALITY.
EACH AGENT AND LENDER AND THE ISSUING LENDER
AGREES TO TAKE NORMAL AND REASONABLE PRECAUTIONS TO MAINTAIN THE CONFIDENTIALITY
OF INFORMATION PROVIDED TO IT BY THE BORROWER OR ANY SUBSIDIARY IN CONNECTION
WITH THIS AGREEMENT (AND, IF DELIVERED AFTER THE DATE OF THIS AGREEMENT,
DESIGNATED IN WRITING AS CONFIDENTIAL); PROVIDED, HOWEVER, THAT ANY SUCH PERSON
MAY DISCLOSE SUCH INFORMATION (A) AT THE REQUEST OF ANY REGULATORY AUTHORITY
HAVING SUPERVISORY JURISDICTION OVER IT OR IN CONNECTION WITH AN EXAMINATION OF
SUCH PERSON BY ANY SUCH AUTHORITY OR THE REQUEST OF ANY RATING AGENCY REQUIRING
ACCESS TO A LENDER'S PORTFOLIO, (B) PURSUANT TO SUBPOENA OR OTHER COURT PROCESS,
(C) WHEN REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF ANY APPLICABLE
LAW, (D) AT THE DIRECTION OF ANY OTHER GOVERNMENTAL AUTHORITY, (E) TO SUCH
PERSON'S AFFILIATES, INDEPENDENT AUDITORS AND OTHER PROFESSIONAL ADVISORS (IT
BEING UNDERSTOOD THAT THE PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE
INFORMED OF THE CONFIDENTIAL NATURE OF
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SUCH INFORMATION AND INSTRUCTED