Nautilus 2007 Annual Report Download - page 169

and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self
-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent
required by Applicable Law or by any subpoena or similar legal process, provided that such disclosing party will use commercially reasonable
efforts to give Borrowers notice prior to such disclosure to the extent such notice is permitted by Applicable Law; (d) to any other party hereto;
(e) in connection with the exercise of any remedies, the enforcement of any rights, or any action or proceeding relating to any Loan Documents;
(f) subject to an agreement containing provisions substantially the same as those of this Section, to any Transferee or any actual or prospective
party (or its advisors) to any Bank Product; (g) with the consent of the Borrower; or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available to Agent, any Lender, Issuing Bank or any of their Affiliates
on a nonconfidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may issue and disseminate to
the public general information describing this credit facility, including the names and addresses of Borrowers and a general description of
Borrowers’ businesses, and may use Borrowers’ names in advertising and other promotional materials. For purposes of this Section, “
Information ” means all information received from an Obligor or Subsidiary relating to it or its business, other than any information that is
available to Agent, any Lender or Issuing Bank on a nonconfidential basis prior to disclosure by the Obligor or Subsidiary. Any Person required
to maintain the confidentiality of Information pursuant to this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public
information concerning an Obligor or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public
information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state
securities laws.
14.13 GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED,
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF
LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).
14.14 Consent to Forum; Arbitration .
14.14.1 Forum . EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL
OR STATE COURT SITTING IN OR WITH JURISDICTION OVER LOS ANGELES COUNTY, CALIFORNIA, IN ANY
PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH
PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES
ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT
MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. Nothing herein shall limit the right of
Agent or any Lender to bring proceedings against any Obligor in any other court reasonably deemed necessary or appropriate by Agent or
such Lender in its discretion, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in
this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.
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