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.
11.15.
CONFIDENTIALITY.
EACH AGENT AND EACH LENDER AGREES TO KEEP
CONFIDENTIAL ALL NON-PUBLIC INFORMATION PROVIDED TO IT BY ANY LOAN PARTY
PURSUANT TO 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, ANY OTHER LENDER OR ANY
LENDER 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
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 REQUESTED OR 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, (I) IN CONNECTION WITH THE EXERCISE
OF ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, OR (J) WITH RESPECT TO
THE "TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT
ARE PROVIDED TO THE LENDERS RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE;
PROVIDED THAT WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT IN EITHER CASE
CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE OF THE
TRANSACTION AS WELL AS OTHER INFORMATION, THIS SUBSECTION (J) SHALL ONLY APPLY
TO SUCH PORTIONS OF THIS AGREEMENT OR SIMILAR ITEM THAT RELATE TO THE TAX
TREATMENT OR TAX STRUCTURE OF THE LOANS AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
86
11.16.
WAIVERS OF JURY TRIAL.
EACH BORROWER, THE AGENTS AND EACH LENDER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF THE LENDERS AND THE AGENTS RELATING TO THE ADMINISTRATION OF THE
LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL
SEEK