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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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structuring, negotiating, documenting or administering the Loan Documents or the
transactions contemplated by the Loan Documents, (B) to the Bank's attorneys and
independent auditors, (C) to any actual or prospective participant, assignee or
transferee under Section 8.6(b), Section 8.6(c) or Section 8.6(d), so long as
such Persons are informed by the Bank of the confidential nature of such
Confidential Information and are directed by the Bank to treat such Confidential
Information confidentially, (D) to any other Person if such disclosure is
reasonably incidental to the administration of the Loan Documents or any of the
transactions contemplated by the Loan Documents, so long as such Persons are
informed by the Bank of the confidential nature of such Confidential Information
and are directed by the Bank to treat such Confidential Information
confidentially, (E) upon any order or directive of, or any request by, any
court, arbitrator, mediator or governmental department, commission, board,
bureau, agency or instrumentality, provided that the Bank provides the Borrower
prompt notice thereof to the extent such notice is permitted by law, (F) in
connection with any action, suit or proceeding to which the Bank or any
affiliate of the Bank is a party, provided that the Bank provides the Borrower
prompt notice thereof to the extent such notice is permitted by law, and (G) to
the extent reasonably required in connection with the exercise of any right or
remedy under this Agreement or any other Loan Document. Without limiting the
preceding sentence, the Bank may disclose to any actual or prospective
participant, assignee or transferee under Section 8.6(b), Section 8.6(c) or
Section 8.6(d) any financial statements, documents and other information that
the Bank now or in the future has relating to the Advances, the Loan Documents,
the Collateral, the Borrower, or the properties, assets or financial condition
of the Borrower, so long as such Persons are informed by the Bank of the
confidential nature of such Confidential Information and are directed by the
Bank to treat such Confidential Information confidentially.

        SECTION 8.7 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective, as to such
jurisdiction, to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.

        SECTION 8.8 Headings. The table of contents to this Agreement and the
headings of the Articles, Sections, subsections, paragraphs and other divisions
of this Agreement are included in this Agreement for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose.

        SECTION 8.9 Governing Law; Consent to Jurisdiction. This Agreement and
the Note shall be governed by, and construed in accordance with, the laws of the
State of New York. The Borrower hereby submits to the exclusive jurisdiction of
the United States District Court for the Southern District of New York and of
any court of the State of New York sitting in New York City for purposes of all
legal proceedings arising out of or relating to this Agreement, the Note, any
other Loan Document or any transactions contemplated hereby or thereby. The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which the Borrower may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that 



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