OR BY THE
ADMINISTRATIVE AGENT ON THE BORROWER'S BEHALF IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND AGREES AND UNDERTAKES THAT NEITHER IT NOR ANY OF
ITS AFFILIATES SHALL USE ANY SUCH INFORMATION FOR ANY PURPOSE OR IN ANY MANNER
OTHER THAN PURSUANT TO THE TERMS CONTEMPLATED BY THIS AGREEMENT.
ANY LENDER MAY
DISCLOSE SUCH INFORMATION (A) AT THE REQUEST OF ANY BANK REGULATORY AUTHORITY OR
IN CONNECTION WITH AN EXAMINATION OF SUCH LENDER BY ANY SUCH AUTHORITY; (B)
PURSUANT TO SUBPOENA OR OTHER COURT PROCESS; (C) WHEN REQUIRED TO DO SO IN
ACCORDANCE WITH THE PROVISIONS OF ANY APPLICABLE LAW; (D) AT THE EXPRESS
DIRECTION OF ANY AGENCY OF ANY STATE OF THE UNITED STATES OF AMERICA OR OF ANY
OTHER JURISDICTION IN WHICH SUCH LENDER CONDUCTS ITS BUSINESS; AND (E) TO SUCH
LENDER'S AFFILIATES, INDEPENDENT AUDITORS, COUNSEL AND OTHER PROFESSIONAL
ADVISORS.
NOTWITHSTANDING THE FOREGOING, THE BORROWER AUTHORIZES EACH LENDER TO
DISCLOSE TO ANY PARTICIPANT OR ASSIGNEE AND ANY PROSPECTIVE PARTICIPANT AND
ASSIGNEE SUCH FINANCIAL AND OTHER INFORMATION IN SUCH LENDER'S POSSESSION
CONCERNING THE BORROWER OR ITS SUBSIDIARIES WHICH HAS BEEN DELIVERED TO THE
LENDERS PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR WHICH HAS BEEN
DELIVERED TO THE LENDERS BY THE BORROWER IN CONNECTION WITH THE LENDERS' CREDIT
EVALUATION OF THE BORROWER PRIOR TO ENTERING INTO THIS AGREEMENT; PROVIDED,
HOWEVER, THAT SUCH PARTICIPANT OR ASSIGNEE OR PROSPECTIVE PARTICIPANT OR
ASSIGNEE AGREES IN WRITING TO SUCH LENDER TO KEEP SUCH INFORMATION CONFIDENTIAL
TO THE SAME EXTENT REQUIRED OF THE LENDERS HEREUNDER.
NOTWITHSTANDING ANYTHING
HEREIN OR IN ANY RELATED DOCUMENT TO THE CONTRARY, ANY PARTY SUBJECT TO
CONFIDENTIALITY OBLIGATIONS HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT (AND
ANY EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH PARTY) MAY DISCLOSE TO ANY
AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, SUCH PARTY'S U.S. FEDERAL
INCOME TAX TREATMENT AND THE U.S. FEDERAL INCOME TAX STRUCTURE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT RELATING TO SUCH PARTY AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE
PROVIDED TO IT RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.
SECTION 10.10.
SURVIVAL.
THE OBLIGATIONS OF THE BORROWER UNDER SECTIONS 3.05,
3.08, 3.09, 3.10, 3.11, 10.04 AND 10.05, AND THE OBLIGATIONS OF THE LENDERS
UNDER SECTIONS 3.05(H) AND 9.07, SHALL IN EACH CASE SURVIVE REPAYMENT OR
PURCHASE OF THE LOANS OR ANY TERMINATION OF THIS AGREEMENT AND THE COMMITMENTS.
THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER IN THIS AGREEMENT AND IN
EACH OTHER LOAN DOCUMENT
114
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT.
SECTION 10.11.
HEADINGS.
THE VARIOUS HEADINGS OF THIS AGREEMENT ARE INSERTED
FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT OR ANY PROVISIONS HEREOF OR THEREOF.
SECTION 10.12.
GOVERNING LAW AND JURISDICTION.
(A)
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK; AND
(B)
ANY LEGAL ACTION OR PROCEEDING WITH