directors, agents, attorneys, accountants and other professional
advisors, (d) to any financial institution that is a direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of
this Section), (e) upon the request or demand of any Governmental Authority
having jurisdiction over it, (f) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (g) if requested or required to do so in connection with any
litigation or similar proceeding, (h) that has been publicly disclosed other
than in breach of this Section, (i) 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 or (j) in
connection with the exercise of any remedy hereunder or under any other Loan
Document.
Notwithstanding anything to the contrary in the foregoing sentence or
any other express or implied agreement, arrangement or understanding, the
parties hereto hereby agree that, from the commencement of discussions with
respect to the financing provided hereunder, any party hereto (and each of its
employees, representatives, or agents) is permitted to disclose to any and all
persons, without limitation of any kind, the tax structure and tax aspects of
the transactions contemplated hereby, and all materials of any kind (including
opinions or other tax analyses) related to such tax structure and tax aspects.
10.15
Release of Collateral and Guarantee Obligations.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, UPON REQUEST OF THE BORROWER IN
CONNECTION WITH ANY DISPOSITION OF PROPERTY PERMITTED BY THE LOAN DOCUMENTS, THE
COLLATERAL AGENT SHALL (WITHOUT NOTICE TO, OR VOTE OR CONSENT OF, ANY LENDER, OR
ANY AFFILIATE OF ANY LENDER THAT IS A PARTY TO ANY SPECIFIED HEDGE AGREEMENT)
TAKE SUCH ACTIONS AS SHALL BE REQUIRED TO RELEASE ITS SECURITY INTEREST IN ANY
COLLATERAL BEING DISPOSED OF IN SUCH DISPOSITION, AND TO RELEASE ANY GUARANTEE
OBLIGATIONS UNDER ANY LOAN DOCUMENT OF ANY PERSON BEING DISPOSED OF IN SUCH
DISPOSITION, TO THE EXTENT NECESSARY TO PERMIT CONSUMMATION OF SUCH DISPOSITION
IN ACCORDANCE WITH THE LOAN DOCUMENTS; PROVIDED THAT THE BORROWER SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT, AT LEAST FIVE BUSINESS DAYS OR SUCH
LESSER PERIOD OF TIME AS THE ADMINISTRATIVE AGENT MAY AGREE PRIOR TO THE DATE OF
THE PROPOSED RELEASE (OR SUCH SHORTER PERIOD AGREED TO BY THE ADMINISTRATIVE
AGENT), A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT COLLATERAL BEING
DISPOSED OF IN SUCH DISPOSITION AND THE TERMS OF SUCH DISPOSITION IN REASONABLE
DETAIL, INCLUDING THE DATE THEREOF, THE PRICE THEREOF AND ANY EXPENSES IN
CONNECTION THEREWITH, TOGETHER WITH A CERTIFICATION BY THE BORROWER STATING THAT
SUCH TRANSACTION IS IN COMPLIANCE WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THAT THE