THE TRANSFER BY
SUBROGATION TO SUCH BORROWER OF AN INTEREST IN THE OBLIGATIONS RESULTING FROM
SUCH PAYMENT.
IN FURTHERANCE OF THE FOREGOING, AT ALL TIMES PRIOR TO THE
TERMINATION DATE, EACH BORROWER SHALL REFRAIN FROM TAKING ANY ACTION OR
COMMENCING ANY PROCEEDING AGAINST ANY OBLIGOR (OR ITS SUCCESSORS OR ASSIGNS,
WHETHER IN CONNECTION WITH A BANKRUPTCY PROCEEDING OR OTHERWISE) TO RECOVER ANY
AMOUNTS IN THE RESPECT OF PAYMENTS MADE UNDER ANY LOAN DOCUMENT TO THE LENDER.
(F)
RIGHT OF CONTRIBUTION.
EACH BORROWER
HEREBY AGREES THAT, TO THE EXTENT THAT A BORROWER SHALL HAVE PAID MORE THAN ITS
PROPORTIONATE SHARE OF ANY PAYMENT MADE HEREUNDER OR IN RESPECT OF THE
OBLIGATIONS, SUCH BORROWER SHALL BE ENTITLED TO SEEK AND RECEIVE CONTRIBUTION
FROM AND AGAINST THE OTHER BORROWER HEREUNDER WHICH HAS NOT PAID ITS
PROPORTIONATE SHARE OF SUCH PAYMENT.
THE PROVISIONS OF THIS SECTION SHALL IN NO
RESPECT LIMIT THE OBLIGATIONS AND LIABILITIES OF ANY BORROWER TO THE LENDER, AND
EACH BORROWER SHALL REMAIN LIABLE TO THE LENDER FOR THE FULL AMOUNT GUARANTEED
BY IT HEREUNDER.
Each Borrower hereby acknowledges and agrees that such Borrower shall be jointly
and severally liable to the Lender for all representations, warranties,
covenants, obligations and indemnities of the Borrowers hereunder
SECTION 11.18
TREATMENT OF CERTAIN INFORMATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN
DOCUMENT, ALL PERSONS MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF
ANY KIND, THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE LOANS OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
(COLLECTIVELY, THE "TRANSACTIONS"), ANY FACT THAT MAY BE RELEVANT TO
UNDERSTANDING THE U.S. FEDERAL, STATE AND LOCAL TAX TREATMENT OF THE
TRANSACTIONS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) RELATING TO SUCH U.S. FEDERAL, STATE AND LOCAL INCOME TAX TREATMENT.
SECTION 11.19
CONFIDENTIALITY.
THE LENDER AGREES THAT
IT WILL NOT USE, EITHER DIRECTLY OR INDIRECTLY, ANY OF THE CONFIDENTIAL
INFORMATION EXCEPT IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
THE LENDER SHALL NOT DISCLOSE TO ANY PERSON THE
CONFIDENTIAL INFORMATION, EXCEPT
(A)
TO ITS AND ITS AFFILIATES' DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS, INCLUDING ACCOUNTANTS, LEGAL COUNSEL AND OTHER
PROFESSIONAL ADVISORS WHO NEED TO KNOW THE CONFIDENTIAL INFORMATION FOR PURPOSES
RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE MASTER LEASE ESTOPPEL
CERTIFICATE AND AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED THEREBY OR REASONABLY
INCIDENTAL TO THE ADMINISTRATION OF THIS AGREEMENT, OTHER LOAN DOCUMENTS OR THE
MASTER LEASE ESTOPPEL CERTIFICATE AND AGREEMENT (IT BEING UNDERSTOOD THAT THE
PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE CONFIDENTIAL
NATURE OF SUCH CONFIDENTIAL INFORMATION AND AGREE TO KEEP SUCH CONFIDENTIAL
INFORMATION CONFIDENTIAL IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION),
66
(B)
TO THE EXTENT REQUESTED BY ANY REGULATORY
AUTHORITY HAVING JURISDICTION OVER IT OR ITS AFFILIATES,
(C)
TO THE EXTENT REQUIRED BY APPLICABLE LAW,
REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS, PROVIDED THAT THE
LENDER SHALL REQUEST CONFIDENTIAL TREATMENT OF