IF
ANY, OF THE OBLIGATIONS, OR ANY PART THEREOF; AND (II) AMENDMENT, MODIFICATION,
SUPPLEMENT, RESTATEMENT, WAIVER AND CONSENT, IF ANY, OF OR TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, ALL PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL APPLY WITH EQUAL FORCE AND EFFECT TO EACH SUCH EVENT OR
CIRCUMSTANCE, EXCEPT TO THE EXTENT, IF ANY, EXPRESSLY SET FORTH IN CONNECTION
WITH EACH SUCH EVENT OR CIRCUMSTANCE; PROVIDED, HOWEVER, THE FOREGOING IS NOT
INTENDED IN ANY REGARD TO CONVEY, ACKNOWLEDGE OR OTHERWISE EVIDENCE ON THE PART
OF THE AGENT OR ANY BANK, EXPRESSLY OR BY IMPLICATION, ANY PRESENT CONSENT OR
AGREEMENT TO ANY SUCH EVENT OR CIRCUMSTANCE OCCURRING SUBSEQUENT TO THE DATE
HEREOF, IT BEING ACKNOWLEDGED AND AGREED THAT THE ENTRY BY THE PARTIES HERETO TO
ANY SUCH EVENTS OR CIRCUMSTANCES SHALL BE EVALUATED AS THEY OCCUR AND SUBJECT TO
THE OTHER PROVISIONS OF THE LOAN DOCUMENTS, AS SAME MAY BE APPLICABLE.
EXCEPT
AS EXPRESSLY PROVIDED THEREIN, ALL LOAN DOCUMENTS SHALL REMAIN IN EFFECT UNTIL
FULL AND COMPLETE PAYMENT OF ALL OBLIGATIONS, TERMINATION OF ALL COMMITMENTS AND
OBLIGATIONS OF THE BANKS TO MAKE OR EXTEND ANY CREDIT OR FINANCIAL ACCOMMODATION
TO, OR FOR THE BENEFIT OF, ANY BORROWER, AND RECEIPT BY THE AGENT AND THE BANKS,
OR ANY OF THE FOREGOING PERSONS, IF SO REQUESTED, OF SUCH WRITTEN ASSURANCES OF
EACH BORROWER AND ANY OTHER DESIGNATED PERSON OR PERSONS THAT NO OTHER CLAIMS,
RIGHTS, DEFENSES, LIABILITIES OR OBLIGATIONS EXIST IN RESPECT HERETO OR AGAINST
ANY OF THEM OR ANY OTHER INDEMNIFIED PARTY.
54
SECTION 10.17
CONFLICTS.
IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT
BETWEEN THE TERMS OF THIS AGREEMENT AND THE TERMS OF ANY OTHER LOAN DOCUMENT,
THE TERMS OF THIS AGREEMENT SHALL CONTROL.
SECTION 10.18
CONFIDENTIALITY.
EACH BANK AND THE AGENT AGREE TO USE
REASONABLE PRECAUTIONS TO KEEP CONFIDENTIAL, IN ACCORDANCE WITH CUSTOMARY
PROCEDURES FOR HANDLING CONFIDENTIAL INFORMATION OF THIS NATURE AND IN
ACCORDANCE WITH SAFE AND SOUND BANKING PRACTICES, ANY INFORMATION SUPPLIED TO IT
BY ANY BORROWER PURSUANT TO THIS AGREEMENT, PROVIDED THAT NOTHING HEREIN SHALL
LIMIT THE DISCLOSURE OF ANY SUCH INFORMATION (I) TO THE EXTENT REQUIRED BY
STATUTE, RULE, REGULATION OR JUDICIAL PROCESS; (II) TO COUNSEL FOR ANY BANK OR
THE AGENT; (III) TO BANK EXAMINERS, AUDITORS OR ACCOUNTANTS OF ANY BANK OR THE
AGENT; (IV) TO ANY OTHER BANK OR THE AGENT; (V) IN CONNECTION WITH ANY
LITIGATION TO WHICH ANY BANK OR THE AGENT IS A PARTY, PROVIDED, FURTHER, THAT,
UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR COURT ORDER, EACH BANK AND
THE AGENT SHALL, AT LEAST FIVE BUSINESS DAYS PRIOR TO DISCLOSURE THEREOF, NOTIFY
SUCH BORROWER OF ANY REQUEST FOR DISCLOSURE OF ANY SUCH NON-PUBLIC INFORMATION
(A) BY ANY GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF (OTHER THAN ANY SUCH
REQUEST IN CONNECTION WITH AN EXAMINATION OF SUCH BANK'S FINANCIAL CONDITION BY
SUCH GOVERNMENTAL AGENCY); OR (B) PURSUANT TO LEGAL PROCESS; OR (VI) TO ANY
TRANSFEREE (OR ANY PROSPECTIVE TRANSFEREE, WITH THE CONSENT OF EACH BORROWER) SO
LONG AS SUCH