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 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 10.11, OR WHICH BECOMES AVAILABLE TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, ANY LENDER OR ANY RELATED PARTY OF ANY
OF THE FOREGOING ON A NON-CONFIDENTIAL 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 10.11 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.
SECTION 10.12.
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 AND OTHER AMOUNTS WHICH MAY BE TREATED
AS INTEREST ON SUCH LOAN UNDER APPLICABLE LAW (COLLECTIVELY, THE "CHARGES"),
SHALL EXCEED THE MAXIMUM LAWFUL RATE OF INTEREST (THE "MAXIMUM RATE") WHICH MAY
BE CONTRACTED FOR, CHARGED, TAKEN, RECEIVED OR RESERVED BY A LENDER HOLDING SUCH
LOAN IN ACCORDANCE WITH APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT
OF SUCH LOAN HEREUNDER, TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF,
SHALL BE LIMITED TO THE MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND
CHARGES THAT WOULD HAVE BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE