ITS LEGAL
COUNSEL AND THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED
AS IF JOINTLY DRAFTED BY THE PARTIES HERETO.
SECTION 13.19
INDEPENDENCE OF COVENANTS.
ALL COVENANTS HEREUNDER SHALL
BE GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION OR CONDITION IS NOT
PERMITTED BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD BE PERMITTED BY AN
EXCEPTION TO, OR BE OTHERWISE WITHIN THE LIMITATIONS OF, ANOTHER COVENANT SHALL
NOT AVOID THE OCCURRENCE OF A DEFAULT IF SUCH ACTION IS TAKEN OR SUCH CONDITION
EXISTS.
SECTION 13.20
CONFIDENTIALITY.
EACH LENDER AGREES TO EXERCISE ITS BEST
EFFORTS TO KEEP ANY INFORMATION DELIVERED OR MADE AVAILABLE BY ANY LOAN PARTY TO
IT WHICH IS CLEARLY INDICATED TO BE CONFIDENTIAL INFORMATION, CONFIDENTIAL FROM
ANYONE OTHER THAN PERSONS EMPLOYED OR RETAINED BY SUCH LENDER WHO ARE OR ARE
EXPECTED TO BECOME ENGAGED IN EVALUATING, APPROVING, STRUCTURING OR
ADMINISTERING THE LOANS; PROVIDED THAT NOTHING HEREIN SHALL PREVENT ANY LENDER
FROM DISCLOSING SUCH INFORMATION (A) TO ANY OTHER LENDER, (B) TO ANY PERSON IF
REASONABLY INCIDENTAL TO THE ADMINISTRATION OF THE LOANS, (C) UPON THE ORDER OF
ANY COURT OR ADMINISTRATIVE AGENCY, (D) UPON THE REQUEST OR DEMAND OF ANY
REGULATORY AGENCY OR AUTHORITY HAVING JURISDICTION OVER SUCH LENDER, (E) WHICH
HAS BEEN PUBLICLY DISCLOSED, (F) IN CONNECTION WITH ANY LITIGATION TO WHICH THE
ADMINISTRATIVE AGENT, ANY LENDER OR THEIR RESPECTIVE AFFILIATES MAY BE A PARTY,
(G) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY
REMEDY UNDER THE LOAN DOCUMENTS, (H) TO SUCH LENDER'S LEGAL COUNSEL, INDEPENDENT
AUDITORS AND AFFILIATES, AND (I) TO ANY ACTUAL OR PROPOSED PARTICIPANT OR
ASSIGNEE OF ALL OR PART OF ITS RIGHTS HEREUNDER, SO LONG AS SUCH ACTUAL OR
PROPOSED PARTICIPANT OR ASSIGNEE AGREES TO BE BOUND BY THE PROVISIONS OF THIS
SECTION 13.20.
SECTION 13.21
WAIVER OF JURY TRIAL.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF ANY LOAN PARTY, THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.
SECTION 13.22
APPROVALS AND CONSENT.
EXCEPT AS MAY BE EXPRESSLY
PROVIDED TO THE CONTRARY IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS (AS
APPLICABLE), IN ANY INSTANCE UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
WHERE THE APPROVAL, CONSENT OR EXERCISE OF JUDGMENT OF THE ADMINISTRATIVE AGENT
OR ANY LENDER IS REQUESTED OR REQUIRED, (A) THE GRANTING OR DENIAL OF SUCH
APPROVAL OR CONSENT AND THE EXERCISE OF SUCH JUDGMENT SHALL BE WITHIN THE SOLE
DISCRETION OF THE ADMINISTRATIVE AGENT AND SUCH LENDER, AND THE ADMINISTRATIVE
AGENT AND SUCH LENDER SHALL NOT, FOR ANY REASON OR TO ANY EXTENT, BE REQUIRED TO
GRANT SUCH APPROVAL OR CONSENT OR TO EXERCISE SUCH JUDGMENT IN ANY PARTICULAR
MANNER, REGARDLESS OF