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 2.17, 2.18, 2.19, 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.
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.
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.
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 ON A
NONCONFIDENTIAL 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 TO THIS AGREEMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER, AND (IX)
SUBJECT TO PROVISIONS SUBSTANTIALLY SIMILAR TO THIS SECTION 10.11, TO ANY ACTUAL
OR PROSPECTIVE ASSIGNEE OR PARTICIPANT, OR (VI) WITH THE CONSENT OF THE
BORROWER.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF ANY
INFORMATION AS PROVIDED FOR IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED
WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF
CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD
ACCORD ITS OWN CONFIDENTIAL INFORMATION.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF
AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN, TOGETHER WITH ALL FEES,
CHARGES