TRANSFEREE (OR ANY SUCH PROSPECTIVE TRANSFEREE) ENTERS INTO A
CONFIDENTIALITY AGREEMENT WITH EACH BORROWER AND THE BANKS IN FORM, SCOPE AND
SUBSTANCE SATISFACTORY TO THE BANKS AND SATISFACTORY TO EACH BORROWER, PROVIDED
FURTHER THAT NOTHING SHALL LIMIT THE DISCLOSURE OF ANY SUCH INFORMATION WHICH
(A) IS ALREADY IN THE POSSESSION OF THE AGENT OR ANY BANK, PROVIDED THAT SUCH
INFORMATION IS NOT KNOWN BY THE AGENT OR ANY BANK TO BE SUBJECT TO A
CONFIDENTIALITY AGREEMENT OR OBLIGATION OF SECRECY TO ANY COMPANY OR ANY OTHER
PERSON; (B) BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF
A DISCLOSURE BY THE AGENT OR ANY BANK; OR (C) BECOMES AVAILABLE TO THE AGENT OR
ANY BANK ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN ANY COMPANY,
PROVIDED THAT SUCH SOURCE IS NOT KNOWN BY THE AGENT OR ANY BANK TO BE BOUND BY A
CONFIDENTIALITY AGREEMENT WITH OTHER OBLIGATION OF SECRECY TO ANY COMPANY OR ANY
PERSON.
SECTION 10.19
PAYMENTS SET ASIDE.
TO THE EXTENT THAT ANY BORROWER MAKES A
PAYMENT OR PAYMENTS TO THE AGENT OR ANY BANK, OR ANY OF THEM (OR THEIR
TRANSFEREE), OR THE AGENT OR ANY BANK, OR ANY OF THEM (OR THEIR TRANSFEREE)
ENFORCES ANY LIEN OR EXERCISES ITS RIGHT OF SET-OFF, AND SUCH PAYMENT OR
PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR SET-OFF, OR ANY PART THEREOF,
ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET
ASIDE AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PERSON
UNDER ANY DEBTOR LAWS OR EQUITABLE CAUSE, THEN, TO THE EXTENT OF SUCH RECOVERY,
THE OBLIGATION OR PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED, AND ALL
RIGHTS AND REMEDIES THEREFOR, SHALL BE REVIVED AND SHALL CONTINUE IN FULL FORCE
AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH ENFORCEMENT OR SET-OFF
HAD NOT OCCURRED.
SECTION 10.20
RELEASE; LIMITATION OF LIABILITY; COMMENCEMENT OF ACTIONS.
EACH BORROWER AND EACH GUARANTOR HEREBY RELEASES, REMISES, ACQUITS AND FOREVER
DISCHARGES THE AGENT, EACH BANK AND EACH OTHER INDEMNIFIED PARTY FROM ANY AND
ALL ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, CLAIMS,
DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, COSTS, DAMAGES AND EXPENSES OF ANY
AND EVERY CHARACTER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT,
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ASSERTED OR UNASSERTED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNACCRUED, MATURE
OR NOT YET MATURE, AT LAW OR IN EQUITY, OF WHATSOEVER KIND OR NATURE, WHETHER
HERETOFORE OR HEREAFTER ACCRUING, FOR OR BECAUSE OF ANY MATTER OR THINGS DONE,
OMITTED OR SUFFERED TO BE DONE BY ANY OF THE INDEMNIFIED PARTIES PRIOR TO AND
INCLUDING THE DATE HEREOF, AND IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF
OR IN ANY WAY CONNECTED TO TRANSACTIONS ARISING OUT OF THE LOAN DOCUMENTS,
INCLUDING BUT NOT LIMITED TO CLAIMS OF USURY, ANY CLAIM FOR BREACH OF CONTRACT
ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY ANY LOAN DOCUMENT,
OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH (WHETHER ANY OF
SUCH IS A CLAIM BASED ON