FORMS OF DEMAND AND
NOTICE, BOTH WITH RESPECT TO THE LIABILITIES AND THE COLLATERAL.
(II)
EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED IN THIS AGREEMENT, THE
RIGHT TO NOTICE AND/OR HEARING PRIOR TO THE LENDER'S EXERCISING OF THE LENDER'S
RIGHTS UPON DEFAULT.
(III)
THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN
WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS
INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS JOINED AS A PARTY
LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY
RELATIONSHIP AMONGST OR BETWEEN THE BORROWER OR ANY OTHER PERSON AND THE LENDER
(AND THE LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH
CASE OR CONTROVERSY).
(IV)
ANY DEFENSE, COUNTERCLAIM, SET-OFF, RECOUPMENT, OR OTHER BASIS ON
WHICH THE AMOUNT OF ANY LIABILITY, AS STATED ON THE BOOKS AND RECORDS OF THE
LENDER, COULD BE REDUCED OR CLAIMED TO BE PAID OTHERWISE THAN IN ACCORDANCE WITH
THE TENOR OF AND WRITTEN TERMS OF SUCH LIABILITY.
(V)
ANY CLAIM TO CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
14-15.
CONFIDENTIALITY.
THIS AGREEMENT AND THE TERMS HEREOF ARE
CONFIDENTIAL, AND NEITHER THE CONTENTS OF THIS AGREEMENT OR THE DETAILS OF THIS
AGREEMENT MAY BE SHOWN OR
51
disclosed by the Borrowers to any bank, finance company or other lender without
the prior written consent of the Lender; provided however that the
confidentiality provisions herein remain subject to any governmental authority,
court order or court proceeding, including any court proceeding relating to Big
Party.
14-16.
RIGHT TO PUBLISH NOTICE.
LENDER MAY, AT LENDER'S DISCRETION AND
EXPENSE, PUBLICIZE OR OTHERWISE ADVERTISE BY SO-CALLED "TOMBSTONE" ADVERTISING
OR OTHERWISE LENDER'S AND ANY PARTICIPANT'S FINANCING TRANSACTION WITH THE
BORROWERS.
14-17.
RESERVED.
14-18.
CREDIT INQUIRIES.
BORROWERS AUTHORIZE LENDER TO (PROVIDED, HOWEVER,
LENDER SHALL INCUR NO LIABILITY FOR THE FAILURE TO) RESPOND TO CREDIT INQUIRIES
CONCERNING BORROWERS IN ACCORDANCE WITH LENDER'S NORMAL AND CUSTOMARY PRACTICES.
BORROWERS HEREBY INDEMNIFIES AND HOLDS LENDER HARMLESS FOR ANY ACTION TAKEN BY
LENDER IN RELIANCE UPON THE FOREGOING AUTHORIZATION.
14-19.
ADDITIONAL BORROWERS.
WITH PRIOR WRITTEN CONSENT OF THE LENDER, AN
AFFILIATE OF ANY BORROWER MAY BECOME A BORROWER HEREUNDER (A "NEW BORROWER") BY
EXECUTING AND DELIVERING TO THE LENDER AN ASSUMPTION AGREEMENT AND BY EXECUTING
AND DELIVERING TO THE LENDER A DEMAND PROMISSORY NOTE IN THE MAXIMUM PRINCIPAL
AMOUNT OF THE CREDIT LIMIT PAYABLE TO THE ORDER OF THE LENDER AND EXECUTED BY
THE NEW BORROWER AND THE THEN EXISTING BORROWER(S), IN EACH CASE IN FORM AND
SUBSTANCE ACCEPTABLE TO THE LENDER IN ITS SOLE DISCRETION.
14-20.
JOINT AND SEVERAL LIABILITY
(A)
EACH BORROWER IS ACCEPTING JOINT AND SEVERAL LIABILITY UNDER THIS
AGREEMENT AND THE MASTER NOTE IN CONSIDERATION OF THE FINANCIAL ACCOMMODATIONS
TO BE PROVIDED BY LENDER A JOINDER TO THE NEW AMENDED AND RESTATED MASTER NOTE
AND AMENDED AND RESTATED TERM NOTE (THE "NOTES").
(B)
EACH BORROWER, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY ACCEPTS, NOT MERELY AS A SURETY