ANY OTHER FORM OF REIMBURSEMENT FROM ANY OTHER BORROWER, OR ANY OTHER PERSON NOW
OR HEREAFTER PRIMARILY OR SECONDARILY LIABLE FOR ANY OF THE OBLIGATIONS, FOR ANY
PAYMENT MADE BY BORROWER WITH RESPECT TO THE OBLIGATIONS IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE AND ALL RIGHTS THAT IT MIGHT HAVE TO BENEFIT FROM, OR TO
PARTICIPATE IN, ANY SECURITY FOR THE OBLIGATIONS AS A RESULT OF ANY PAYMENT MADE
BY BORROWER WITH RESPECT TO THE OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT OR
OTHERWISE.
ANY AGREEMENT PROVIDING FOR INDEMNIFICATION, REIMBURSEMENT OR ANY
OTHER ARRANGEMENT PROHIBITED UNDER THIS SECTION SHALL BE NULL AND VOID.
IF ANY
PAYMENT IS MADE TO A BORROWER IN CONTRAVENTION OF THIS SECTION, SUCH BORROWER
SHALL HOLD SUCH PAYMENT IN TRUST FOR BANK AND SUCH PAYMENT SHALL BE PROMPTLY
DELIVERED TO BANK FOR APPLICATION TO THE OBLIGATIONS, WHETHER MATURED OR
UNMATURED.
12.9
SURVIVAL.
ALL COVENANTS, REPRESENTATIONS AND WARRANTIES MADE IN
THIS AGREEMENT CONTINUE IN FULL FORCE UNTIL THIS AGREEMENT HAS TERMINATED
PURSUANT TO ITS TERMS AND ALL OBLIGATIONS (OTHER THAN INCHOATE INDEMNITY
OBLIGATIONS AND ANY OTHER OBLIGATIONS WHICH, BY THEIR TERMS, ARE TO SURVIVE THE
TERMINATION OF THIS AGREEMENT) HAVE
21
BEEN SATISFIED.
THE OBLIGATION OF BORROWER IN SECTION 12.2 TO INDEMNIFY BANK
SHALL SURVIVE UNTIL THE STATUTE OF LIMITATIONS WITH RESPECT TO SUCH CLAIM OR
CAUSE OF ACTION SHALL HAVE RUN.
12.10
CONFIDENTIALITY.
IN HANDLING ANY FINANCIAL STATEMENTS OF BORROWER OR
OTHER CONFIDENTIAL INFORMATION, BANK SHALL EXERCISE THE SAME DEGREE OF CARE THAT
IT EXERCISES FOR ITS OWN PROPRIETARY INFORMATION, BUT DISCLOSURE OF INFORMATION
MAY BE MADE: (A) TO BANK'S SUBSIDIARIES OR AFFILIATES; (B) TO PROSPECTIVE
TRANSFEREES OR PURCHASERS OF ANY INTEREST IN THE CREDIT EXTENSIONS (PROVIDED,
HOWEVER, BANK SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH
PROSPECTIVE TRANSFEREE'S OR PURCHASER'S AGREEMENT TO THE TERMS OF THIS
PROVISION); (C) AS REQUIRED BY LAW, REGULATION, SUBPOENA, OR OTHER ORDER; (D) TO
BANK'S REGULATORS OR AS OTHERWISE REQUIRED IN CONNECTION WITH BANK'S EXAMINATION
OR AUDIT; (E) AS BANK CONSIDERS APPROPRIATE IN EXERCISING REMEDIES UNDER THE
LOAN DOCUMENTS; AND (F) TO THIRD-PARTY SERVICE PROVIDERS OF BANK SO LONG AS SUCH
SERVICE PROVIDERS HAVE EXECUTED A CONFIDENTIALITY AGREEMENT WITH BANK WITH TERMS
NO LESS RESTRICTIVE THAN THOSE CONTAINED HEREIN.
CONFIDENTIAL INFORMATION DOES
NOT INCLUDE INFORMATION THAT EITHER: (I) IS IN THE PUBLIC DOMAIN OR IN BANK'S
POSSESSION WHEN DISCLOSED TO BANK, OR BECOMES PART OF THE PUBLIC DOMAIN AFTER
DISCLOSURE TO BANK; OR (II) IS DISCLOSED TO BANK BY A THIRD PARTY, IF BANK DOES
NOT KNOW THAT THE THIRD PARTY IS PROHIBITED FROM DISCLOSING THE INFORMATION.
BANK MAY USE CONFIDENTIAL INFORMATION FOR ANY PURPOSE, INCLUDING, WITHOUT
LIMITATION, FOR THE DEVELOPMENT OF CLIENT DATABASES, REPORTING PURPOSES, AND
MARKET ANALYSIS, SO LONG AS BANK DOES NOT DISCLOSE BORROWER'S IDENTITY OR THE
IDENTITY OF ANY PERSON ASSOCIATED WITH BORROWER UNLESS OTHERWISE EXPRESSLY
PERMITTED BY THIS AGREEMENT.
THE PROVISIONS OF THE IMMEDIATELY PRECEDING
SENTENCE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
12.11
RIGHT OF SET OFF.
BORROWER HEREBY GRANTS TO BANK, A LIEN,