the Administrative Agent and each
Incremental B Term Lender may, in accordance with the provisions of Section
1.14, enter into an Incremental B Term Commitment Agreement, provided that after
the execution and delivery by the Borrower, the Administrative Agent and each
such Incremental B Term Lender of such Incremental B Term Commitment Agreement,
such Incremental B Term Commitment Agreement may thereafter only be modified in
accordance with the requirements of clause (a) above of this Section 11.12.
11.13
SURVIVAL.
ALL INDEMNITIES SET FORTH HEREIN INCLUDING, WITHOUT
LIMITATION, IN SECTION 1.10, 1.11, 3.04, 10.06 OR 11.01 SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING AND REPAYMENT OF THE
LOANS.
11.14
DOMICILE OF LOANS.
EACH LENDER MAY TRANSFER AND CARRY ITS LOANS AT, TO
OR FOR THE ACCOUNT OF ANY BRANCH OFFICE, SUBSIDIARY OR AFFILIATE OF SUCH LENDER,
PROVIDED THAT THE BORROWER SHALL NOT BE RESPONSIBLE FOR COSTS ARISING UNDER
SECTION 1.10 OR 3.04 RESULTING FROM ANY
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SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO SECTION 1.12) TO THE EXTENT NOT
OTHERWISE APPLICABLE TO SUCH LENDER PRIOR TO SUCH TRANSFER.
11.15
CONFIDENTIALITY.
(A)
EACH OF THE LENDERS AGREES THAT IT WILL USE ITS
BEST EFFORTS NOT TO DISCLOSE WITHOUT THE PRIOR CONSENT OF THE BORROWER (OTHER
THAN TO ITS EMPLOYEES, TRUSTEES, AUDITORS, COUNSEL OR OTHER PROFESSIONAL
ADVISORS, TO AFFILIATES OR TO ANOTHER LENDER IF THE LENDER OR SUCH LENDER'S
HOLDING OR PARENT COMPANY IN ITS SOLE DISCRETION DETERMINES THAT ANY SUCH PARTY
SHOULD HAVE ACCESS TO SUCH INFORMATION) ANY INFORMATION WITH RESPECT TO THE
BORROWER OR ANY OF ITS SUBSIDIARIES WHICH IS FURNISHED PURSUANT TO ANY CREDIT
DOCUMENT AND WHICH IS DESIGNATED BY THE BORROWER OR THE BORROWER TO THE LENDERS
IN WRITING AS CONFIDENTIAL; PROVIDED, THAT ANY LENDER MAY DISCLOSE ANY SUCH
INFORMATION (A) AS HAS BECOME GENERALLY AVAILABLE TO THE PUBLIC, (B) AS MAY BE
REQUIRED OR APPROPRIATE IN ANY REPORT, STATEMENT OR TESTIMONY SUBMITTED TO ANY
MUNICIPAL, STATE OR FEDERAL REGULATORY BODY HAVING OR CLAIMING TO HAVE
JURISDICTION OVER SUCH LENDER OR TO THE FEDERAL RESERVE BOARD OR THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR SIMILAR ORGANIZATIONS (WHETHER IN THE UNITED
STATES OR ELSEWHERE) OR THEIR SUCCESSORS OR TO THE NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS, (C) AS MAY BE REQUIRED OR APPROPRIATE IN RESPONSE TO
ANY SUMMONS OR SUBPOENA OR IN CONNECTION WITH ANY LITIGATION (NOTICE OF WHICH
WILL BE PROMPTLY SENT TO THE BORROWER TO THE EXTENT PERMITTED BY LAW), (D) IN
ORDER TO COMPLY WITH ANY LAW, ORDER, REGULATION OR RULING APPLICABLE TO SUCH
LENDER, AND (E) TO ANY PLEDGEE REFERRED TO IN SECTION 11.04(B) OR ANY
PROSPECTIVE TRANSFEREE THAT IS AN ELIGIBLE TRANSFEREE THAT IS ACCEPTABLE TO THE
BORROWER IN CONNECTION WITH ANY CONTEMPLATED TRANSFER OF ANY OF THE NOTES OR ANY
INTEREST THEREIN BY SUCH LENDER TO THE EXTENT THAT SUCH PROSPECTIVE TRANSFEREE
IS NOTIFIED OF THE CONFIDENTIALITY REQUIREMENTS RELATING THERETO.
NO LENDER
SHALL BE OBLIGATED OR REQUIRED TO RETURN ANY MATERIALS FURNISHED BY THE BORROWER
OR ANY SUBSIDIARY.
THE