IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN
THE AGENT, AND THE LENDERS, ON ONE HAND, AND THE LOAN PARTIES, ON THE OTHER
HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR;
AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY THE OTHER LOAN DOCUMENTS
OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE
LENDERS OR AMONG THE LOAN PARTIES AND THE LENDERS.
74
11.14
Intercreditor Agreement.
Each Lender acknowledges that it has
received and reviewed a copy of the Intercreditor Agreement and has agreed to
the terms thereof.
11.15
CONFIDENTIALITY.
(A)
SUBJECT TO THE PROVISIONS OF CLAUSE (B) OF THIS SECTION, EACH
LENDER SHALL HOLD ALL NON-PUBLIC INFORMATION OBTAINED PURSUANT TO THE
REQUIREMENTS OF THIS AGREEMENT WHICH HAS BEEN IDENTIFIED AS SUCH BY ANY LOAN
PARTY IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURE FOR HANDLING CONFIDENTIAL
INFORMATION OF THIS NATURE AND IN ACCORDANCE WITH SAFE AND SOUND BANKING
PRACTICES AND IN ANY EVENT MAY MAKE DISCLOSURE REASONABLY TO ANY BONA FIDE
PROSPECTIVE TRANSFEREE OR PARTICIPANT IN CONNECTION WITH THE CONTEMPLATED
TRANSFER OF ANY LOAN OR COMMITMENT OR PARTICIPATION THEREIN OR AS REQUIRED OR
REQUESTED BY ANY GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF OR PURSUANT TO
LEGAL PROCESS OR TO SUCH LENDER'S ATTORNEY'S, AFFILIATES OR INDEPENDENT
AUDITORS, PROVIDED THAT, UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR
COURT ORDER, EACH LENDER SHALL NOTIFY HOLDINGS OF ANY REQUEST BY ANY
GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF (OTHER THAN ANY SUCH REQUESTS IN
CONNECTION WITH AN EXAMINATION OF THE FINANCIAL CONDITION OF SUCH LENDER BY SUCH
GOVERNMENTAL AGENCY) FOR DISCLOSURE OF ANY SUCH NON-PUBLIC INFORMATION PRIOR TO
DISCLOSURE OF SUCH INFORMATION; AND PROVIDED FURTHER, THAT IN NO EVENT SHALL ANY
LENDER BE OBLIGATED OR REQUIRED TO RETURN ANY MATERIALS FURNISHED BY HOLDINGS OR
ANY OF ITS SUBSIDIARIES, PROVIDED THAT, IN THE CASE OF DISCLOSURE TO ANY
PROSPECTIVE TRANSFEREE OR PARTICIPANT, SUCH PERSON EXECUTES AN AGREEMENT WITH
SUCH LENDER CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS TO THOSE CONTAINED
IN THIS SECTION 11.15.
(B)
EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT EACH LENDER
MAY SHARE WITH ANY OF ITS AFFILIATES ANY INFORMATION RELATED TO HOLDINGS OR ANY
OF ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, ANY NONPUBLIC CUSTOMER
INFORMATION REGARDING THE CREDITWORTHINESS OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES), PROVIDED SUCH PERSONS SHALL BE SUBJECT TO THE PROVISIONS OF THIS
SECTION TO THE SAME EXTENT AS SUCH LENDER.
11.16
WAIVERS OF JURY TRIAL.
EACH LOAN PARTY, EACH AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.
11.17
TERMINATION, RELEASES OF GUARANTEES AND LIENS.
(A)
AFTER THE DATE UPON WHICH THE PRINCIPAL OF AND ALL ACCRUED
INTEREST ON THE LOANS, AND THE OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS, SHALL
HAVE BEEN INDEFEASIBLY PAID IN FULL (OTHER THAN CONTINGENT OBLIGATIONS WHICH ARE
NOT THEN DUE AND PAYABLE) AND THE COMMITMENTS HAVE