relating to the Borrower and its obligations hereunder, (vii) with
the consent of the Borrower, and (viii) pursuant to and in accordance with the
provisions of Section 11.7(f).
Notwithstanding anything herein to the contrary,
the information subject to this Section 11.13 shall not include, and the
Borrower, the other Credit Parties, the Administrative Agent, each Lender and
the respective Affiliates of each of the foregoing (and the respective partners,
directors, officers, employees, agents, advisors and other representatives of
each of the foregoing and their Affiliates) may disclose to any and all Persons,
without limitation of any kind, (a) any
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INFORMATION WITH RESPECT TO THE U.S. FEDERAL AND STATE INCOME TAX TREATMENT OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY FACTS THAT MAY BE RELEVANT TO
UNDERSTANDING SUCH TAX TREATMENT, WHICH FACTS SHALL NOT INCLUDE FOR THIS PURPOSE
THE NAMES OF THE PARTIES OR ANY OTHER PERSON NAMED HEREIN, OR INFORMATION THAT
WOULD PERMIT IDENTIFICATION OF THE PARTIES OR SUCH OTHER PERSONS, OR ANY PRICING
TERMS OR OTHER NONPUBLIC BUSINESS OR FINANCIAL INFORMATION THAT IS UNRELATED TO
SUCH TAX TREATMENT OR FACTS, AND (B) ALL MATERIALS OF ANY KIND (INCLUDING
OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH TAX TREATMENT OR FACTS THAT ARE
PROVIDED TO ANY OF THE PERSONS REFERRED TO ABOVE.
11.14
Counterparts; Effectiveness.
This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.
This Agreement
shall become effective upon the execution of a counterpart hereof by each of the
parties hereto and receipt by the Administrative Agent and the Borrower of
written or telephonic notification of such execution and authorization of
delivery thereof.
11.15
Disclosure of Information.
The Borrower agrees and consents to the
Administrative Agent's and the Arranger's disclosure of information relating to
this transaction to Gold Sheets and other similar bank trade publications.
Such
information will consist of deal terms and other information customarily found
in such publications.
11.16
Entire Agreement.
THIS AGREEMENT AND THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF (BUT SPECIFICALLY EXCLUDING THE FEE LETTER),
AND (C) MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED OR OTHERWISE MODIFIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
DJ ORTHOPEDICS, LLC
By:
Title:
DJ ORTHOPEDICS, INC.
By:
Title:
(signatures continued)
S-1
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and
as a Lender
By:
Title:
S-2
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Syndication