THE
ADMINISTRATIVE AGENT ON THE BORROWER'S BEHALF IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND AGREES AND UNDERTAKES THAT NEITHER IT NOR ANY OF
ITS AFFILIATES SHALL USE ANY SUCH INFORMATION FOR ANY PURPOSE OR IN ANY MANNER
OTHER THAN PURSUANT TO THE TERMS CONTEMPLATED BY THIS AGREEMENT.
ANY LENDER OR
ISSUING BANK MAY DISCLOSE SUCH INFORMATION (A) AT THE REQUEST OF ANY BANK
REGULATORY AUTHORITY OR IN CONNECTION WITH AN EXAMINATION OF SUCH LENDER OR SUCH
ISSUING BANK BY ANY SUCH AUTHORITY; (B) PURSUANT TO SUBPOENA OR OTHER COURT
PROCESS; (C) WHEN REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF ANY
APPLICABLE LAW; (D) AT THE EXPRESS DIRECTION OF ANY AGENCY OF ANY STATE OF THE
UNITED STATES OF AMERICA OR OF ANY OTHER JURISDICTION IN WHICH SUCH LENDER OR
ISSUING BANK CONDUCTS ITS BUSINESS; AND (E) TO SUCH LENDER'S OR ISSUING BANK'S
AFFILIATES, INDEPENDENT AUDITORS, COUNSEL AND OTHER PROFESSIONAL ADVISORS.
NOTWITHSTANDING THE FOREGOING, THE BORROWER AUTHORIZES EACH LENDER TO DISCLOSE
TO ANY PARTICIPANT OR ASSIGNEE AND ANY PROSPECTIVE PARTICIPANT AND ASSIGNEE SUCH
FINANCIAL AND OTHER INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE
BORROWER OR ITS SUBSIDIARIES WHICH HAS BEEN DELIVERED TO THE LENDERS PURSUANT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR WHICH HAS BEEN DELIVERED TO THE
LENDERS BY THE BORROWER IN CONNECTION WITH THE LENDERS' CREDIT EVALUATION OF THE
BORROWER PRIOR TO ENTERING INTO THIS AGREEMENT; PROVIDED, HOWEVER, THAT SUCH
PARTICIPANT OR ASSIGNEE OR PROSPECTIVE PARTICIPANT OR ASSIGNEE AGREES IN WRITING
TO SUCH LENDER TO KEEP SUCH INFORMATION CONFIDENTIAL TO THE SAME EXTENT REQUIRED
OF THE LENDERS HEREUNDER.
SECTION 10.10.
SURVIVAL.
THE
OBLIGATIONS OF THE BORROWER UNDER SECTIONS 3.05, 3.08, 3.09, 3.10, 3.11, 10.04
AND 10.05, AND THE OBLIGATIONS OF THE LENDERS UNDER SECTIONS 3.05(H) AND 9.07,
SHALL IN EACH CASE SURVIVE REPAYMENT OR PURCHASE OF THE LOANS, THE CANCELATION
OR EXPIRATION OF ANY LETTER OF CREDIT OR ANY TERMINATION OF THIS AGREEMENT AND
THE COMMITMENTS.
THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER IN
THIS AGREEMENT AND IN EACH OTHER LOAN DOCUMENT SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT.
SECTION 10.11.
HEADINGS.
THE
VARIOUS HEADINGS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL
NOT AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT OR ANY PROVISIONS
HEREOF OR THEREOF.
SECTION 10.12.
GOVERNING LAW
AND JURISDICTION.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; AND
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(B)
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER
HEREBY CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON‐EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS.
THE BORROWER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON