(B) IN RESPONSE TO ANY SUBPOENA OR OTHER LEGAL PROCESS OR INFORMAL
INVESTIGATIVE DEMAND, (C) IN CONNECTION WITH ANY LITIGATION TO WHICH AGENT OR
SUCH LENDER IS A PARTY, OR (D) IN CONNECTION WITH THE EXERCISE OR ENFORCEMENT,
OR POTENTIAL EXERCISE OR ENFORCEMENT, OF ANY OF THE RIGHTS AND/OR REMEDIES OF
AGENT AND/OR THE LENDERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AT
ANY TIME DURING THE EXISTENCE OF AN EVENT OF DEFAULT.
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Should Agent or any Lender be required to disclose any such information by
virtue of a subpoena or similar process by any court, tribunal, or agency
pursuant to items (v) or (vi) above, then Agent or such Lender shall promptly
notify the applicable Credit Party thereof so as to allow such Credit Party, at
its sole cost and expense, to seek a protective order or to take any other
appropriate action to protect its rights.
Further, the foregoing
notwithstanding, the Credit Parties agree that Agent, any Lender or any
Affiliate of Agent or any Lender may (i) disclose a general description of
transactions arising under the Loan Documents, the Revolving Loan Documents and
the Related Documents for advertising, marketing or other similar purposes, and
(ii) use any Credit Party's name, logo or other indicia germane to such party in
connection with such advertising, marketing or other similar purposes.
(C)
THE OBLIGATIONS OF AGENT AND LENDERS UNDER
THIS SECTION 12.10 SHALL SUPERSEDE AND REPLACE THE OBLIGATIONS OF AGENT AND
LENDERS UNDER ANY CONFIDENTIALITY AGREEMENT IN RESPECT OF THE FINANCING
EVIDENCED HEREBY EXECUTED AND DELIVERED BY AGENT OR ANY LENDER PRIOR TO THE DATE
HEREOF.
12.11
NO CONSEQUENTIAL DAMAGES
No party to this Agreement or any other Loan Document, nor any agent or attorney
of such party or any Lender, shall be liable to any other party to this
Agreement or any other Person on any theory of liability for any special,
indirect, consequential or punitive damages.
12.12
BORROWER FUNDS ADMINISTRATOR
(A)
BORROWERS MAINTAIN AN INTEGRATED CASH
MANAGEMENT SYSTEM REFLECTING THEIR INTERDEPENDENCE ON ONE ANOTHER AND THE MUTUAL
BENEFITS SHARED AMONG THEM AS A RESULT OF THEIR RESPECTIVE OPERATIONS.
IN ORDER
TO EFFICIENTLY FUND AND OPERATE THEIR RESPECTIVE BUSINESSES AND MINIMIZE THE
NUMBER OF BORROWINGS WHICH THEY WILL MAKE UNDER THIS AGREEMENT AND THEREBY
REDUCE THE ADMINISTRATIVE COSTS AND RECORD KEEPING REQUIRED IN CONNECTION
THEREWITH, INCLUDING THE NECESSITY TO ENTER INTO AND MAINTAIN SEPARATELY
IDENTIFIED AND MONITORED BORROWING FACILITIES, BORROWERS HAVE REQUESTED, AND
AGENT AND LENDERS HAVE AGREED THAT THE LOAN WILL BE ADVANCED TO AND FOR THE
ACCOUNT OF BORROWERS ON A JOINT AND SEVERAL BASIS IN ACCORDANCE WITH THE OTHER
PROVISIONS HEREOF.
EACH BORROWER HEREBY ACKNOWLEDGES THAT IT WILL BE RECEIVING
DIRECT AND INDIRECT BENEFITS FROM EACH LOAN MADE PURSUANT TO THIS AGREEMENT.
(B)
EACH BORROWER HEREBY DESIGNATES, APPOINTS,
AUTHORIZES AND EMPOWERS BORROWER FUNDS ADMINISTRATOR AS ITS AGENT TO ACT AS
SPECIFIED IN THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS AND BORROWER
FUNDS ADMINISTRATOR HEREBY ACKNOWLEDGES SUCH DESIGNATION, AUTHORIZATION AND
EMPOWERMENT, AND