ONE HAND, AND THE AGENTS AND LENDERS,
ON THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR
AND CREDITOR; AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
LENDERS OR AMONG THE LOAN PARTIES AND THE LENDERS.
11.15
WAIVERS OF JURY TRIAL.
EACH OF THE LOAN PARTIES, 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.
11.16
Confidentiality.
(A)
EACH AGENT AND LENDER SHALL (I) KEEP CONFIDENTIAL (AND SHALL CAUSE
ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR AUDITORS
(COLLECTIVELY, "REPRESENTATIVES") TO KEEP CONFIDENTIAL) ALL INFORMATION THAT
SUCH LENDER RECEIVES FROM OR ON BEHALF OF THE LOAN PARTIES OTHER THAN
INFORMATION THAT IS IDENTIFIED BY THE LOAN PARTIES AS BEING NON-CONFIDENTIAL
INFORMATION (ALL SUCH INFORMATION THAT IS NOT SO IDENTIFIED BEING "CONFIDENTIAL
INFORMATION"); PROVIDED THAT, NOTHING IN THIS SECTION 11.16(D) SHALL PREVENT THE
ADMINISTRATIVE AGENT OR ANY LENDER FROM DISCLOSING, SUBJECT TO THE TERMS AND
REQUIREMENTS OF THIS SECTION 11.16(D), SUCH INFORMATION TO AN AFFILIATE OR ITS
REPRESENTATIVES, (II) USE CONFIDENTIAL INFORMATION SOLELY FOR PURPOSES OF
EVALUATING AND ADMINISTERING THE LOANS AND THE LOAN DOCUMENTS AND (III) SUBJECT
TO SECTION 11.16(D), NOT DISCLOSE CONFIDENTIAL INFORMATION TO REPRESENTATIVES OF
ITS TRADING BUSINESS.
NOTWITHSTANDING ANYTHING IN THIS SECTION 11.16 TO THE
CONTRARY, ANY CONFIDENTIAL INFORMATION MAY BE DISCLOSED BY ANY LENDER (THE
AFFECTED LENDER BEING, THE "DISCLOSING PARTY") IF THE DISCLOSING PARTY IS
COMPELLED BY JUDICIAL PROCESS OR IS REQUIRED BY LAW OR REGULATION OR IS
REQUESTED TO DO SO BY ANY EXAMINER OR ANY OTHER REGULATORY AUTHORITY OR
RECOGNIZED SELF-REGULATORY
103
ORGANIZATION INCLUDING, WITHOUT LIMITATION, THE NEW YORK STOCK EXCHANGE, THE
FEDERAL RESERVE BOARD, THE NEW YORK STATE BANKING DEPARTMENT AND THE
SECURITIES & EXCHANGE COMMISSION, IN EACH CASE HAVING OR ASSERTING JURISDICTION
OVER THE DISCLOSING PARTY.
(C)
THE OBLIGATIONS OF EACH LENDER AND ITS REPRESENTATIVES UNDER THIS
SECTION 11.16 WITH RESPECT TO CONFIDENTIAL INFORMATION SHALL NOT APPLY TO ANY
CONFIDENTIAL INFORMATION WHICH, AS OF THE DATE OF DISCLOSURE TO SUCH LENDER OR
ITS REPRESENTATIVES IS IN THE PUBLIC DOMAIN OR SUBSEQUENTLY COMES INTO THE
PUBLIC DOMAIN OTHER THAN AS A RESULT OF A BREACH OF THE OBLIGATIONS OF ANY
LENDER OR ITS REPRESENTATIVES HEREUNDER, OR ANY INFORMATION THAT WAS OR BECOMES
AVAILABLE TO SUCH LENDER OR ITS REPRESENTATIVES FROM A PERSON OR SOURCE THAT IS
NOT, TO THE KNOWLEDGE OF SUCH LENDER OR ITS REPRESENTATIVES, BOUND BY A
CONFIDENTIALITY AGREEMENT WITH THE LOAN PARTIES OR OTHERWISE PROHIBITED FROM
TRANSFERRING SUCH INFORMATION TO SUCH LENDER OR ITS REPRESENTATIVES, OR ANY
INFORMATION WHICH WAS OR BECOMES AVAILABLE TO SUCH LENDER OR ITS REPRESENTATIVES
WITHOUT ANY OBLIGATION OF CONFIDENTIALITY PRIOR TO ITS DISCLOSURE BY OR ON
BEHALF OF THE LOAN PARTIES.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH LENDER MAY
DISCLOSE CONFIDENTIAL INFORMATION TO THOSE REPRESENTATIVES OF