THE TERM LOAN CONTEMPLATED BY THIS AGREEMENT SHALL NOT BE DEEMED TO BE AN
ACCELERATION.
24.
SEVERABILITY.
The provisions of this Credit Agreement are severable and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction under particular circumstances, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction and under such circumstances, and shall not in any manner
affect such clause or provision in any other jurisdiction or other
circumstances, or any other clause or provision of this Credit Agreement in any
jurisdiction. The parties agree that they will negotiate in good faith to
replace any provision hereof so held invalid or unenforceable with a valid
provision which is as similar as possible to the invalid or unenforceable
provision.
25.
CONFIDENTIALITY.
25.1
CONFIDENTIALITY.
DURING SUCH PERIOD AS ANY OF THE LOANS REMAIN
OUTSTANDING AND ARE NOT THEN DUE AND PAYABLE AND ANY OF THE COMMITMENTS REMAIN
IN EFFECT, AND FOR SIX MONTHS THEREAFTER (AND TWELVE MONTHS WITH RESPECT TO
PROPRIETARY INFORMATION OF CFIN DISCLOSED HEREUNDER), EACH OF THE CREDITOR
PARTIES AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION (AS DEFINED
BELOW), EXCEPT THAT INFORMATION MAY
102
BE DISCLOSED (A) TO ITS AFFILIATES AND TO ITS AND ITS AFFILIATES' RESPECTIVE
RELATED PARTIES IN CONNECTION WITH THIS CREDIT AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY (IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM SUCH
DISCLOSURE IS MADE WILL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION CONFIDENTIAL), (B) TO THE
EXTENT REQUESTED BY ANY REGULATORY AUTHORITY PURPORTING TO HAVE JURISDICTION
OVER IT (INCLUDING ANY SELF-REGULATORY AUTHORITY), (C) TO THE EXTENT REQUIRED BY
APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS,
(D) TO ANY OTHER PARTY HERETO, (E) TO THE EXTENT REQUIRED TO EXERCISE ANY
REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR TO TAKE ANY ACTION OR
PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER, (F) SUBJECT TO AN AGREEMENT
CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION, TO
(I) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE OF OR
PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS CREDIT AGREEMENT OR
(II) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR
DERIVATIVE TRANSACTION RELATING TO EITHER BORROWER OR A GUARANTOR AND THEIR
RESPECTIVE OBLIGATIONS, (G) WITH THE CONSENT OF CHC OR (H) TO THE EXTENT SUCH
INFORMATION (I) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF
THIS SECTION OR (II) BECOMES AVAILABLE TO ANY CREDITOR PARTY OR ANY OF THEIR
RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN EITHER
BORROWER OR A GUARANTOR.
25.2
DEFINITION OF INFORMATION.
FOR PURPOSES OF THIS SECTION,
"INFORMATION" MEANS ALL CONFIDENTIAL INFORMATION RECEIVED FROM EITHER BORROWER
OR ANY GUARANTOR RELATING TO EITHER BORROWER, ANY GUARANTOR OR ANY PLEDGED