OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY
ANY SUCH OTHER PARTY OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER MAY HAVE HAD NOTICE OR
KNOWLEDGE OF ANY DEFAULT OR INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY
CREDIT IS EXTENDED HEREUNDER, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS
LONG AS THE PRINCIPAL OF OR ANY ACCRUED INTEREST ON ANY LOAN OR ANY FEE OR ANY
OTHER AMOUNT PAYABLE UNDER THIS AGREEMENT IS OUTSTANDING AND UNPAID OR ANY
LETTER OF CREDIT IS OUTSTANDING AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED
OR TERMINATED. THE PROVISIONS OF SECTIONS 2.19, 2.20, 2.21, AND 10.3 AND ARTICLE
9 SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF THE
LOANS, THE EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT AND THE
COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY PROVISION HEREOF. ALL
REPRESENTATIONS AND WARRANTIES MADE HEREIN, IN THE CERTIFICATES, REPORTS,
NOTICES, AND OTHER DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT SHALL SURVIVE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND
THE MAKING OF THE LOANS AND THE ISSUANCE OF THE LETTERS OF CREDIT.
SECTION 10.10.
SEVERABILITY. ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE IN ANY JURISDICTION,
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY,
INVALIDITY OR UNENFORCEABILITY WITHOUT AFFECTING THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS HEREOF OR THEREOF; AND THE
ILLEGALITY, INVALIDITY OR UNENFORCEABILITY OF A PARTICULAR PROVISION IN A
PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH
PROVISION IN ANY OTHER JURISDICTION.
SECTION 10.11.
CONFIDENTIALITY. EACH OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND EACH LENDER AGREES TO TAKE NORMAL AND REASONABLE PRECAUTIONS TO
MAINTAIN THE CONFIDENTIALITY OF ANY CONFIDENTIAL OR PROPRIETARY INFORMATION IN
ACCORDANCE WITH THE SAME STANDARDS THAT EACH SUCH PARTY USES FOR ITS OWN
CONFIDENTIAL OR PROPRIETARY INFORMATION AND PROVIDED TO IT BY THE BORROWER OR
ANY SUBSIDIARY, EXCEPT THAT SUCH INFORMATION MAY BE DISCLOSED (I) TO ANY RELATED
PARTY OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY SUCH LENDER,
INCLUDING WITHOUT LIMITATION ACCOUNTANTS, LEGAL COUNSEL AND OTHER ADVISORS, (II)
TO RATING AGENCIES WITH RESPECT TO RATINGS OF A LENDER OR RELATED
SECURITIZATION, AND TO OTHER PERSONS ACTING AS TRUSTEES, SECURED PARTIES,
COLLATERAL MANAGERS, OR SERVICERS IN CONNECTION WITH SECURITIZATIONS, (III) TO
ACTUAL OR POTENTIAL NOTEHOLDERS, INVESTORS OR FINANCING SOURCES IN CONNECTION
WITH SECURITIZATIONS PROVIDED THAT SUCH PARTY AGREES THAT ITS ACCESS TO
CONFIDENTIAL OR PROPRIETARY INFORMATION IS SOLELY FOR PURPOSES OF EVALUATING AN
INVESTMENT IN SUCH SECURITIZATION,
AND/OR TO KEEP SUCH CONFIDENTIAL OR
PROPRIETARY INFORMATION CONFIDENTIAL IN A MANNER SIMILAR TO THE PROVISIONS
HEREUNDER, (IV) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY
ANY SUBPOENA OR SIMILAR LEGAL PROCESS, UNLESS PROHIBITED BY THE TERMS OF SUCH
SUBPOENA OR SIMILAR LEGAL PROCESS, AFTER PROVIDING THE BORROWER WITH PROMPT