TO ANY AGENT OR
ANY FACING AGENT CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES RELATIVE TO
THE SUBJECT MATTER HEREOF.
ANY PREVIOUS AGREEMENT AMONG THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
NOTHING IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE
PARTIES HERETO AND THERETO (AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY AND EACH OTHER PERSON THAT IS AN INDEMNITEE) ANY RIGHTS,
REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.
SECTION 11.12.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11.12.
SECTION 11.13.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHOULD BE HELD
141
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN AND THEREIN SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
THE PARTIES SHALL ENDEAVOR IN
GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS WITH VALID PROVISIONS, THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISIONS.
SECTION 11.14.
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF
CONTENTS USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND ARE NOT TO AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 11.15.
CONFIDENTIALITY.
(A)
EACH LENDER AGREES NOT TO DISCLOSE TO ANY
PERSON THE INFORMATION (AS DEFINED BELOW) IN ACCORDANCE WITH SUCH LENDER'S
CUSTOMARY PROCEDURES FOR NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF THIRD
PARTIES OF THIS NATURE AND IN ACCORDANCE WITH SAFE AND SOUND LENDING PRACTICES
WITHOUT THE PRIOR WRITTEN CONSENT OF SSCE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, EXCEPT THAT ANY LENDER SHALL BE PERMITTED TO DISCLOSE
INFORMATION (I) TO ITS AND ITS AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND REPRESENTATIVES (INCLUDING ITS AUDITORS AND COUNSEL) OR TO
ANY
PLEDGEE REFERRED TO IN SECTION 11.04(H)(II) OR ANY DIRECT OR INDIRECT
CONTRACTUAL COUNTERPARTY IN SWAP AGREEMENTS OR SUCH CONTRACTUAL COUNTERPARTY'S
PROFESSIONAL ADVISOR (SO LONG AS SUCH PLEDGEE, CONTRACTUAL COUNTERPARTY OR
PROFESSIONAL ADVISOR TO