WEIGHTED AVERAGE LIFE
TO MATURITY OF SUCH REPLACEMENT
128
TERM LOANS SHALL NOT BE SHORTER THAN THE WEIGHTED AVERAGE LIFE TO MATURITY OF
SUCH REFINANCED TERM LOANS AT THE TIME OF SUCH REFINANCING AND (D) ALL OTHER
TERMS APPLICABLE TO SUCH REPLACEMENT TERM LOANS SHALL BE SUBSTANTIALLY IDENTICAL
TO, OR LESS FAVORABLE, TAKEN AS A WHOLE, TO THE LENDERS PROVIDING SUCH
REPLACEMENT TERM LOANS THAN, THOSE APPLICABLE TO SUCH REFINANCED TERM LOANS,
EXCEPT TO THE EXTENT NECESSARY TO PROVIDE FOR COVENANTS AND OTHER TERMS
APPLICABLE TO ANY PERIOD AFTER THE TERM LOAN MATURITY DATE.
12.13
SURVIVAL.
ALL INDEMNITIES SET FORTH HEREIN INCLUDING, WITHOUT
LIMITATION, IN SECTION 1.10, 1.11, 2.05, 4.04, 11.06 OR 12.01 SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING AND REPAYMENT OF THE
LOANS.
12.14
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, 2.05 OR 4.04 RESULTING FROM ANY SUCH TRANSFER (OTHER THAN A
TRANSFER PURSUANT TO SECTION 1.12) TO THE EXTENT NOT OTHERWISE APPLICABLE TO
SUCH LENDER PRIOR TO SUCH TRANSFER (ALTHOUGH THE BORROWER SHALL BE OBLIGATED TO
PAY ANY OTHER INCREASED COSTS OF THE TYPE DESCRIBED ABOVE RESULTING FROM CHANGES
AFTER THE DATE OF THE RESPECTIVE TRANSFER).
12.15
CONFIDENTIALITY.
EACH OF THE LENDERS AGREES THAT IT WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS NOT TO DISCLOSE WITHOUT THE PRIOR CONSENT OF THE
BORROWER (OTHER THAN TO ITS EMPLOYEES, 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 REASONABLE DISCRETION DETERMINES THAT ANY SUCH
PARTY SHOULD HAVE ACCESS TO SUCH INFORMATION) ANY INFORMATION WITH RESPECT TO
HOLDINGS OR ANY OF ITS SUBSIDIARIES WHICH IS FURNISHED PURSUANT TO THIS
AGREEMENT; PROVIDED, THAT ANY LENDER MAY DISCLOSE ANY SUCH INFORMATION (A) AS
HAS BECOME GENERALLY AVAILABLE TO THE PUBLIC, OTHER THAN THROUGH A VIOLATION OF
THIS SECTION 12.15 BY ANY LENDER OR AGENT, (B) AS MAY BE REQUIRED 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 NAIC, (C) AS MAY BE REQUIRED 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, (E) TO ANY PROSPECTIVE
TRANSFEREE IN CONNECTION WITH ANY CONTEMPLATED TRANSFER OF ANY OF THE NOTES OR
ANY INTEREST THEREIN BY SUCH LENDER; PROVIDED, THAT SUCH PROSPECTIVE TRANSFEREE
IS NOTIFIED OF THE CONFIDENTIALITY REQUIREMENTS RELATING THERETO AND DOES NOT
AFFIRMATIVELY STATE ITS INTENT NOT TO COMPLY