IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR THE LENDERS HAS ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO THE BORROWER 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 BORROWER, 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 THE BORROWER AND THE LENDERS.
13.16.
WAIVER OF JURY TRIAL.
EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE 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.
107
13.17.
CONFIDENTIALITY.
THE ADMINISTRATIVE AGENT AND EACH LENDER AGREES TO
KEEP CONFIDENTIAL ANY INFORMATION (A) PROVIDED TO IT BY OR ON BEHALF OF HOLDING,
THE BORROWER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES PURSUANT TO OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR (B) OBTAINED BY SUCH LENDER BASED ON A
REVIEW OF THE BOOKS AND RECORDS OF HOLDING, THE BORROWER OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES; PROVIDED THAT NOTHING HEREIN SHALL PREVENT ANY LENDER
FROM DISCLOSING ANY SUCH INFORMATION (I) TO THE ADMINISTRATIVE AGENT 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 BORROWER AND ITS OBLIGATIONS WHICH AGREES
TO COMPLY WITH THE PROVISIONS OF THIS SUBSECTION PURSUANT TO AN INSTRUMENT FOR
THE BENEFIT OF THE BORROWER (IT BEING UNDERSTOOD THAT EACH RELEVANT LENDER SHALL
BE SOLELY RESPONSIBLE FOR OBTAINING SUCH INSTRUMENT), (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 13.17 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 13.17), (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 OTHERWISE BE REQUIRED PURSUANT TO ANY REQUIREMENT OF LAW, PROVIDED THAT
SUCH LENDER SHALL, UNLESS PROHIBITED BY ANY REQUIREMENT OF LAW, NOTIFY THE
BORROWER OF ANY DISCLOSURE PURSUANT TO THIS CLAUSE (IV) AS FAR IN ADVANCE AS IS
REASONABLY PRACTICABLE UNDER SUCH CIRCUMSTANCES, (V) WHICH HAS BEEN PUBLICLY
DISCLOSED OTHER THAN IN BREACH OF THIS AGREEMENT, (VI) IN CONNECTION WITH THE
EXERCISE OF ANY