ATTORNEYS OR AGENTS OF ANY
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AGENT OR ANY LENDER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR, TO
THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY PUNITIVE DAMAGES IN RESPECT OF ANY
CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT, STATUTORY LIABILITY,
OR ANY OTHER GROUND) BASED ON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR
ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH, AND
THE BORROWER HEREBY WAIVES, RELEASES, AND AGREES NEVER TO SUE UPON ANY CLAIM FOR
ANY SUCH DAMAGES, WHETHER SUCH CLAIM NOW EXISTS OR HEREAFTER ARISES AND WHETHER
OR NOT IT IS NOW KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.
SECTION 11.15.
CONFIDENTIALITY.
IN HANDLING ANY WRITTEN INFORMATION
DESIGNATED AS CONFIDENTIAL, EACH OF THE AGENTS AND THE BANKS SHALL EXERCISE THE
SAME DEGREE OF CARE THAT IT EXERCISES WITH RESPECT TO ITS OWN PROPRIETARY
INFORMATION OF THE SAME TYPE TO MAINTAIN THE CONFIDENTIALITY OF ANY NON-PUBLIC
INFORMATION THEREBY RECEIVED OR RECEIVED PURSUANT TO ANY LOAN DOCUMENT EXCEPT
THAT DISCLOSURE OF SUCH INFORMATION MAY BE MADE (A) TO THE AGENTS, EMPLOYEES,
SUBSIDIARIES OR AFFILIATES OF SUCH PERSON IN CONNECTION WITH THE LOAN DOCUMENTS,
(B) TO PROSPECTIVE PARTICIPANTS OR ASSIGNEES OF THE LOANS, PROVIDED THAT THEY
HAVE AGREED TO BE BOUND BY THE PROVISIONS OF THIS SECTION 11.15, (C) AS REQUIRED
BY LAW, REGULATION, RULE OR ORDER, SUBPOENA, JUDICIAL ORDER OR SIMILAR ORDER,
AND (D) AS MAY BE REQUIRED IN CONNECTION WITH THE EXAMINATION, AUDIT OR SIMILAR
INVESTIGATION OF SUCH PERSON.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE
INFORMATION THAT EITHER (X) IS IN THE PUBLIC DOMAIN, OR BECOMES A PART OF THE
PUBLIC DOMAIN AFTER DISCLOSURE TO SUCH PERSON THROUGH NO FAULT OF SUCH PERSON OR
(Y) IS DISCLOSED TO SUCH PERSON BY A THIRD PARTY, PROVIDED SUCH PERSON DOES NOT
HAVE KNOWLEDGE THAT SUCH THIRD PARTY IS PROHIBITED FROM DISCLOSING SUCH
INFORMATION.
SECTION 11.16.
CUSTODIAL AGREEMENT.
THE SECURITY AGENT HAS ENTERED INTO
ONE OR MORE AGREEMENTS WITH THIRD PARTIES PURSUANT TO WHICH AGREEMENTS SUCH
THIRD PARTIES WILL HOLD CUSTODY TO ANY OR ALL OF THE COLLATERAL.
WITHOUT
LIMITING THE FOREGOING, THE ADMINISTRATIVE AGENT AND EACH OF THE OTHER BANKS
HERETO ACKNOWLEDGE AND AGREE (I) TO THE TERMS AND CONDITIONS OF THE CUSTODIAL
AGREEMENT; (II) THAT THE THIRD PARTY CUSTODIAN THERETO MAY HOLD EACH OF THE
DOCUMENTS AND INSTRUMENTS TO BE DELIVERED THEREIN, INCLUDING WITHOUT LIMITATION,
THE "CHATTEL PAPER" ORIGINAL OF EACH LEASE, FOR THE BENEFIT OF THE SECURITY
AGENT; AND (III) THAT THE SECURITY AGENT SHALL NOT BE LIABLE IN THE EVENT OF ANY
DAMAGE, LOSS OR DESTRUCTION OF ANY OF THE DOCUMENTS OR INSTRUMENTS TO BE
DELIVERED THEREIN, INCLUDING WITHOUT LIMITATION, THE "CHATTEL PAPER" ORIGINALS
OF EACH LEASE, BY SUCH THIRD PARTY CUSTODIAN.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.