the Administrative Agent nor any Agent, Other
Representative, Issuing Bank or Lender has any fiduciary relationship with or
duty to any Borrower or any other Loan Party arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship
between the Administrative Agent and Lenders, on the one hand, and the
Borrowers, on the other hand, in connection herewith or therewith is solely that
of creditor and debtor; and
(c)
no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby and
thereby among the Lenders or among any of the Borrowers and the Lenders.
10.15
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
165
10.16
CONFIDENTIALITY.
(A)
EACH AGENT, EACH ISSUING BANK, EACH LEAD ARRANGER AND EACH LENDER
AGREES TO KEEP CONFIDENTIAL ANY INFORMATION (X) PROVIDED TO IT BY OR ON BEHALF
OF HOLDING, OR ANY OF ITS SUBSIDIARIES PURSUANT TO OR IN CONNECTION WITH THE
LOAN DOCUMENTS OR (Y) OBTAINED BY SUCH AGENT OR LENDER BASED ON A REVIEW OF THE
BOOKS AND RECORDS OF HOLDING OR ANY OF ITS SUBSIDIARIES; PROVIDED THAT NOTHING
HEREIN SHALL PREVENT ANY LENDER FROM DISCLOSING ANY SUCH INFORMATION (I) TO ANY
AGENT, ANY OTHER REPRESENTATIVE OR ANY OTHER LENDER, (II) TO ANY TRANSFEREE, OR
PROSPECTIVE TRANSFEREE OR ANY CREDITOR OR ANY ACTUAL OR PROSPECTIVE COUNTERPARTY
(OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE
BORROWERS AND ITS OBLIGATIONS WHICH AGREES TO COMPLY WITH THE PROVISIONS OF THIS
SUBSECTION (OR WITH OTHER CONFIDENTIALITY PROVISIONS SATISFACTORY TO AND
CONSENTED TO IN WRITING BY THE PARENT BORROWER) PURSUANT TO A WRITTEN INSTRUMENT
(OR ELECTRONICALLY RECORDED AGREEMENT FROM ANY PERSON LISTED ABOVE IN THIS
CLAUSE (II), WHICH PERSON HAS BEEN APPROVED BY THE BORROWERS (SUCH APPROVAL NOT
BE UNREASONABLY WITHHELD), IN RESPECT TO ANY ELECTRONIC INFORMATION (WHETHER
POSTED OR OTHERWISE DISTRIBUTED ON INTRALINKS OR ANY OTHER ELECTRONIC
DISTRIBUTION SYSTEM) FOR THE BENEFIT OF HOLDING AND THE BORROWERS (IT BEING
UNDERSTOOD THAT EACH RELEVANT LENDER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING
SUCH INSTRUMENT (OR SUCH ELECTRONICALLY RECORDED AGREEMENT)), (III) TO ITS
AFFILIATES AND THE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS,
ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS OF IT AND ITS AFFILIATES, PROVIDED
THAT SUCH LENDER SHALL INFORM EACH SUCH PERSON OF THE AGREEMENT UNDER THIS
SUBSECTION 10.16 AND TAKE REASONABLE ACTIONS TO CAUSE COMPLIANCE BY ANY SUCH
PERSON REFERRED TO IN THIS CLAUSE (III) WITH THIS AGREEMENT (INCLUDING, WHERE
APPROPRIATE, TO CAUSE ANY SUCH PERSON TO ACKNOWLEDGE ITS AGREEMENT TO BE BOUND
BY THE AGREEMENT UNDER THIS SUBSECTION 10.16), (IV) UPON THE REQUEST OR DEMAND
OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH LENDER OR ITS
AFFILIATES OR TO THE EXTENT REQUIRED IN RESPONSE TO ANY ORDER OF ANY COURT OR
OTHER GOVERNMENTAL AUTHORITY OR AS SHALL