PROVIDER, AS
TRUSTEE FOR OBLIGEE, BUT WITHOUT REDUCING OR AFFECTING IN ANY MANNER THE
LIABILITY OF AGREEMENT PROVIDER UNDER THE OTHER PROVISIONS OF THIS AGREEMENT.
10.
AGREEMENT PROVIDER SHALL HAVE NO RIGHT OF,
AND HEREBY WAIVES ANY CLAIM FOR, SUBROGATION OR REIMBURSEMENT AGAINST
STABILIZATION GUARANTOR OR ANY MEMBER OF STABILIZATION GUARANTOR BY REASON OF
ANY PAYMENT BY AGREEMENT PROVIDER UNDER THIS AGREEMENT, WHETHER SUCH RIGHT OR
CLAIM ARISES AT LAW OR IN EQUITY OR UNDER ANY CONTRACT OR STATUTE, UNTIL THE
OBLIGATIONS HAS BEEN PAID IN FULL AND THERE HAS EXPIRED THE MAXIMUM POSSIBLE
PERIOD THEREAFTER DURING WHICH ANY PAYMENT MADE BY STABILIZATION GUARANTOR TO
OBLIGEE WITH RESPECT TO THE OBLIGATIONS COULD BE DEEMED A PREFERENCE UNDER THE
UNITED STATES BANKRUPTCY CODE.
11.
IF ANY PAYMENT BY STABILIZATION GUARANTOR IS
HELD TO CONSTITUTE A PREFERENCE UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY, OR
SIMILAR LAWS, OR IF FOR ANY OTHER REASON OBLIGEE IS REQUIRED TO REFUND ANY SUMS
TO STABILIZATION GUARANTOR, SUCH REFUND SHALL NOT CONSTITUTE A RELEASE OF ANY
LIABILITY OF AGREEMENT PROVIDER UNDER THIS AGREEMENT.
IT IS THE INTENTION OF
OBLIGEE AND AGREEMENT PROVIDER THAT AGREEMENT PROVIDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL NOT BE DISCHARGED EXCEPT BY AGREEMENT PROVIDER'S PERFORMANCE OF
SUCH OBLIGATIONS AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
12.
AGREEMENT PROVIDER SHALL FROM TIME TO TIME,
UPON REQUEST BY OBLIGEE, DELIVER TO OBLIGEE SUCH FINANCIAL STATEMENTS AS ARE
REASONABLY NEEDED TO DETERMINE COMPLIANCE WITH SECTION 16 HEREOF, BUT NOT MORE
FREQUENTLY THAN ONCE EACH YEAR.
AS A CONDITION TO AGREEMENT PROVIDER'S DELIVERY
OF ITS FINANCIAL INFORMATION, OBLIGEE AGREES THAT SUCH INFORMATION IS
CONFIDENTIAL INFORMATION, SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN
EVALUATING COMPLIANCE BY THE AGREEMENT PROVIDER WITH THIS AGREEMENT, AND SHALL
BE DISCLOSED ONLY TO THOSE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS OF OBLIGEE
WHO NEED TO KNOW SUCH INFORMATION FOR PURPOSES OF PERFORMING OR ENFORCING
OBLIGEE'S OBLIGATIONS AND RIGHTS UNDER THIS AGREEMENT AND WHO ARE ADVISED OF THE
NEED TO MAINTAIN THE CONFIDENTIALITY OF SUCH
4
INFORMATION.
OBLIGEE SHALL NOT OTHERWISE USE OR DISCLOSE AGREEMENT PROVIDER'S
FINANCIAL INFORMATION WITHOUT AGREEMENT PROVIDER'S PRIOR WRITTEN CONSENT.
THE
RESTRICTIONS ON USE AND DISCLOSURE SET FORTH ABOVE SHALL NOT APPLY WHEN AND TO
THE EXTENT THAT THE INFORMATION RECEIVED BY OBLIGEE (A) IS OR BECOMES GENERALLY
AVAILABLE TO THE PUBLIC THROUGH NO FAULT OF OBLIGEE (OR ANYONE ACTING ON ITS
BEHALF); (B) WAS PREVIOUSLY KNOWN BY OBLIGEE FREE OF ANY OBLIGATION TO KEEP IT
CONFIDENTIAL; (C) IS SUBSEQUENTLY DISCLOSED TO OBLIGEE BY A THIRD PARTY WHO MAY
RIGHTFULLY TRANSFER AND DISCLOSE SUCH INFORMATION WITHOUT RESTRICTION AND FREE
OF ANY OBLIGATION TO KEEP IT CONFIDENTIAL; OR (D) IS REQUIRED TO BE DISCLOSED BY
OBLIGEE BY APPLICABLE LAW.
13.
SOLELY IN CONNECTION WITH AN ASSIGNMENT BY
OBLIGEE OF ITS RIGHTS AND OBLIGATIONS UNDER THE STABILIZATION AGREEMENT TO WHICH
STABILIZATION GUARANTOR HAS CONSENTED (UNLESS NO SUCH CONSENT IS NECESSARY
BECAUSE A REMEDY EVENT EXISTS UNDER THE REIMBURSEMENT AGREEMENT), OBLIGEE MAY
ASSIGN ITS RIGHTS UNDER THIS AGREEMENT IN WHOLE OR