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 IX 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 PROVIDED THAT THE PROVISIONS OF SECTIONS 2.18,
2.19, AND 2.20 SHALL ONLY SURVIVE AND REMAIN IN FULL FORCE AND EFFECT UNTIL THE
FIRST ANNIVERSARY OF THE TERMINATION DATE.
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 INFORMATION 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,
82
THE ISSUING BANK OR ANY SUCH LENDER, INCLUDING WITHOUT LIMITATION ACCOUNTANTS,
LEGAL COUNSEL AND OTHER ADVISORS WITH A REASONABLE NEED FOR SUCH INFORMATION (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 ON SUBSTANTIALLY THE SAME TERMS AS PROVIDED
HEREIN), (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 OR SELF-REGULATORY BODY HAVING OR CLAIMING
AUTHORITY TO REGULATE OR OVERSEE ANY ASPECT OF THE ADMINISTRATIVE AGENT'S OR ANY
LENDER'S BUSINESS OR BUSINESSES, (IV) TO THE EXTENT THAT SUCH INFORMATION
BECOMES