IN ANY OTHER MANNER PERMITTED BY LAW. IN ADDITION TO THE SERVICE OF PROCESS
PROVIDED FOR HEREIN, EACH FOREIGN LOAN PARTY HEREBY IRREVOCABLY DESIGNATES,
APPOINTS AND EMPOWERS THE BORROWER (AND THE BORROWER HEREBY IRREVOCABLY ACCEPTS
SUCH APPOINTMENT) AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT TO RECEIVE,
ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON THE BORROWER SHALL
CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH FOREIGN LOAN PARTY AGREES TO
DESIGNATE A NEW AUTHORIZED DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY OR
DELAWARE ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.
SECTION 9.10
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 9.10.
SECTION 9.11
Headings.
Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.
233
SECTION 9.12
Confidentiality.
(a)
Each of the Administrative Agent, the Issuing Banks and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (i) to its Affiliates (other than
Excluded Affiliates) and its and their respective directors, officers,
employees, trustees and agents, including accountants, legal counsel and other
agents and advisors and any numbering, administration or settlement service
providers on a "need-to-know" basis (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and will be instructed to keep such Information confidential and any
failure of such Persons acting on behalf of the Administrative Agent, any
Issuing Bank or the relevant Lender to comply with this Section 9.12 shall
constitute a breach of this Section 9.12 by the Administrative Agent, such
Issuing Bank or the relevant Lender, as applicable), (ii) to the extent
requested by any regulatory authority or self-regulatory authority, required by
applicable law or by any subpoena or similar legal process or in connection with
the exercise of remedies hereunder or any suit, action or proceeding relating to
this Agreement or the