LOAN DOCUMENTS (OTHER THAN OBLIGATIONS UNDER OR IN RESPECT
OF HEDGE AGREEMENTS) SHALL HAVE BEEN PAID IN FULL, THE COMMITMENTS HAVE BEEN
TERMINATED AND NO LETTERS OF CREDIT SHALL BE OUTSTANDING AND THE NET TERMINATION
LIABILITY UNDER OR IN RESPECT OF SPECIFIED HEDGE AGREEMENTS AT SUCH TIME SHALL
HAVE BEEN CASH COLLATERALIZED OR PAID IN FULL, THE COLLATERAL SHALL BE RELEASED
FROM THE LIENS CREATED BY THE SECURITY DOCUMENTS, AND THE SECURITY DOCUMENTS AND
ALL OBLIGATIONS (OTHER THAN THOSE EXPRESSLY STATED TO SURVIVE SUCH TERMINATION)
OF THE ADMINISTRATIVE AGENT AND EACH LOAN PARTY UNDER THE SECURITY DOCUMENTS
SHALL TERMINATE, ALL WITHOUT DELIVERY OF ANY INSTRUMENT OR PERFORMANCE OF ANY
ACT BY ANY PERSON AND THE ADMINISTRATIVE AGENT AGREES (AT THE SOLE COST AND
EXPENSE OF THE BORROWER) TO TAKE SUCH ACTIONS AS MAY REASONABLY BE REQUESTED BY
THE BORROWER TO EVIDENCE SUCH RELEASE AND TERMINATION.
10.15.
Confidentiality.
Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Loan Party
pursuant to or in connection with this Agreement that is designated by such Loan
Party as confidential; provided that nothing herein shall prevent any Agent or
any Lender from disclosing any such information (a) to any Agent,
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ANY OTHER LENDER OR ANY LENDER'S AFFILIATE, (B) SUBJECT TO AN AGREEMENT TO
COMPLY WITH THE PROVISIONS OF THIS SECTION, TO ANY ACTUAL OR PROSPECTIVE
TRANSFEREE OR ANY DIRECT OR INDIRECT COUNTERPARTY TO ANY HEDGE AGREEMENT (OR ANY
PROFESSIONAL ADVISOR TO SUCH COUNTERPARTY), (C) TO ITS EMPLOYEES, DIRECTORS,
AGENTS, ATTORNEYS, ACCOUNTANTS, AUDITORS (INCLUDING INDEPENDENT AUDITORS) AND
OTHER PROFESSIONAL ADVISORS OR THOSE OF ANY OF ITS AFFILIATES, (D) UPON THE
REQUEST OR DEMAND OF ANY GOVERNMENTAL AUTHORITY, (E) IN RESPONSE TO ANY ORDER OF
ANY COURT OR OTHER GOVERNMENTAL AUTHORITY OR AS MAY OTHERWISE BE REQUIRED
PURSUANT TO ANY REQUIREMENT OF LAW, (F) IF REQUIRED TO DO SO IN CONNECTION WITH
ANY LITIGATION OR SIMILAR PROCEEDING, (G) THAT HAS BEEN PUBLICLY DISCLOSED,
(H) TO THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY SIMILAR
ORGANIZATION OR ANY NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO
INFORMATION ABOUT A LENDER'S INVESTMENT PORTFOLIO IN CONNECTION WITH RATINGS
ISSUED WITH RESPECT TO SUCH LENDER, OR (I) IN CONNECTION WITH THE EXERCISE OF
ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
10.16.
WAIVERS OF JURY TRIAL.
THE BORROWER, THE AGENTS AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
10.17.
Delivery of Addenda.
Each initial Lender shall become a party to
this Agreement by delivering to the Administrative Agent an Addendum duly
executed by such Lender.
10.18.
USA PATRIOT Act.
Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Publ. L.
107-56 (signed into law October 26, 2001)), (the "Patriot Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the