The Banks and the Agent shall hold all confidential information obtained pursuant to the requirements of this Agreement which has been identified as such by any Borrower in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure to its examiners, affiliates, outside auditors, counsel and other professional advisors in connection with this Agreement or as reasonably required by any bona fide transferee or participant in connection with the contemplated transfer of any Note or participation therein or as required or requested by any governmental agency or representative thereof or pursuant to legal process. Without limiting the foregoing, it is expressly understood that such confidential information shall not include information which, at the time of disclosure is in the public domain or, which after disclosure, becomes part of the public domain or information which any Bank or the Agent had obtained prior to the time of disclosure and identification by any Borrower under this Section 10.20, or information received by any Bank or the Agent from a third party. Nothing in this Section 10.20 or otherwise shall prohibit any Bank or the Agent from disclosing any confidential information to the other Banks or the Agent or render any of them liable in connection with any such disclosure.
The Banks and the Borrowers hereby agree and declare that the benefit of this clause 20 shall extend to and may be enforced by any officer, employee, agent or business associate of any of the Banks against whom a Borrower brings a claim in connection howsoever with any of the Security Documents or any assets subject thereto or any action of any kind whatsoever taken by, or on behalf of or for the purported benefit of any Bank pursuant thereto or which, if it were brought against any Bank, would fall within the material scope of clause 20.1. In those circumstances this clause 20 shall be read and construed as if references to any Bank were references to such officer, employee, agent or business associate, as the case may be. 56 Table of Contents Execution Pages
The Banks. Corporate MasterCard program including, without limitation, the management information reports provided to the Member is provided to the Member without representation or warranty as to accuracy of information provided. The Member also acknowledges that some benefits or enhancements may be supplied by firms independent of the Bank and the Bank is not responsible or liable for anything in connection with those benefits or enhancements.
The Banks. The Borrower shall not assign its rights or duties hereunder without the written consent of the Banks.
The Banks. 6 SCHEDULE 4................................................................... 7
The Banks. Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Banks' interest in the Purchased Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Purchased Receivables prior to the latest of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that the Banks' Agent may, subject to the provisions of the Loan Documents, inform any Obligors of Excluded Receivables that such Excluded Receivables have been assigned to the Banks' Agent so long as such notices expressly state that all payments on account of such Excluded Receivables shall continue to be made as otherwise required pursuant to the terms of the Receivables Documents. The Banks' Agent further agrees that, prior to the latest of payment in full of the Receivables Claim and the termination of the Receivables Documents, if it receives payments directly from any Obligor on account of an Excluded Receivable, it shall immediately forward such payment to the Administrative Agent in order that such agent may determine whether such payment was, in fact, properly allocated to such Excluded Receivable in accordance with the terms of this Section 2.4 and, if necessary pursuant to the terms hereof, reallocate such payment.
The Banks. See Exhibit A hereto.
The Banks the Arrangers and the Agent agree that for those matters which are otherwise provided for in this Agreement or those matters which have been expressly stipulated hereunder, the relevant provisions or stipulations shall apply. Separate from such provisions or stipulations, all matters relating to: (a) amendment to the validity period, availability or Commitment Termination Date of this Facility, (b) amendment to the currency, amount, the interest/fee rate or due date of a payment, (c) increase of the Total Commitment under this Agreement, (d) amendment to the definition of “Majority Banks”, (e) amendment to Sections 15.1, 15.2 or 15.3 of this Agreement, or (f) the removal of all or part of the financial ratios (but not including the amendments thereof) which shall be subject to the written consent of all of the Banks, all other amendments or modifications to the Agreement, waiver of an Event of Default, or modification to other matters relating to this Agreement may be amended, waived or revised based on the written consent of the Majority Banks (a decision by the Majority Banks in accordance with such provision shall be binding on all of the Banks and the Arrangers).
The Banks and the Borrower hereby agree that the Borrower shall pay Old Kent all amounts owed to Old Kent under the Loan.
The Banks. Signed by _____________________________ The duly authorized attorney-in-fact for and on behalf of HSH NORDBANK AG in its capacity as Bank in the presence of: ) ) ) ) ) ) ) Signed by _____________________________ The duly authorized attorney-in-fact for and on behalf of AEGEAN BALTIC BANK S.A. in its capacity as Bank in the presence of: ) ) ) ) ) ) ) THE L/C BANK Signed by _____________________________ The duly authorized attorney-in-fact for and on behalf of HSH NORDBANK AG in its capacity as the L/C Bank in the presence of: ) ) ) ) ) ) ) Signed by _____________________________ The duly authorized attorney-in-fact for and on behalf of OCEAN DYNAMIC CORP. in the presence of: ) ) ) ) ) ) )
