THIS AGREEMENT SHALL BE
CONSIDERED TO HAVE BEEN RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING OF ANY LOANS
AND ISSUANCE OF ANY LETTERS 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 2.18, 2.19, 2.20 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 INFORMATION DESIGNATED IN WRITING AS
CONFIDENTIAL 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 THE EXTENT REQUIRED BY
APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS,
(III) TO THE EXTENT REQUESTED BY ANY REGULATORY AGENCY OR AUTHORITY, (IV) TO THE
EXTENT THAT SUCH INFORMATION BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT
OF A BREACH OF THIS SECTION, OR WHICH BECOMES AVAILABLE TO THE ADMINISTRATIVE
AGENT, THE ISSUING BANK, ANY LENDER OR ANY RELATED PARTY OF ANY OF THE FOREGOING
78
ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER, (V) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER OR ANY SUIT, ACTION OR
PROCEEDING RELATING