ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.
SECTION 9.12. SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHOULD BE HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN AND THEREIN SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
THE PARTIES SHALL ENDEAVOR IN
GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS WITH VALID PROVISIONS, THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISIONS.
SECTION 9.13. HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF CONTENTS
USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
AGREEMENT AND ARE NOT TO AFFECT THE CONSTRUCTION OF, OR TO BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 9.14. CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT AND THE
LENDERS AGREES NOT TO DISCLOSE TO ANY PERSON THE INFORMATION (AS DEFINED BELOW)
IN ACCORDANCE WITH THE ADMINISTRATIVE AGENT OR SUCH LENDER'S CUSTOMARY
PROCEDURES FOR NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF THIRD PARTIES OF
THIS NATURE AND IN ACCORDANCE WITH SAFE AND SOUND LENDING PRACTICES WITHOUT THE
PRIOR WRITTEN CONSENT OF THE BORROWER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, EXCEPT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE PERMITTED
TO DISCLOSE INFORMATION (I) TO ITS AND ITS AFFILIATES' OFFICERS, DIRECTORS,
EMPLOYEES, PARTNERS, TRUSTEES, AGENTS AND REPRESENTATIVES (INCLUDING ITS
AUDITORS AND COUNSEL) OR TO ANY PLEDGEE REFERRED TO IN SECTION 9.04(G)(II) OR
ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTY IN SWAP AGREEMENTS OR SUCH
CONTRACTUAL COUNTERPARTY'S PROFESSIONAL ADVISOR (SO LONG AS SUCH PLEDGEE,
CONTRACTUAL COUNTERPARTY OR PROFESSIONAL ADVISOR TO SUCH CONTRACTUAL
COUNTERPARTY AGREES IN WRITING TO BE BOUND BY THE PROVISIONS OF THIS
SECTION 9.14); (II) TO THE EXTENT
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(A) REQUIRED BY APPLICABLE LAWS AND REGULATIONS OR BY ANY SUBPOENA OR SIMILAR
LEGAL PROCESS OR (B) REQUESTED OR REQUIRED BY ANY REGULATORY AUTHORITY OR THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY SIMILAR ORGANIZATION, OR
ANY NATIONALLY RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO INFORMATION
ABOUT A LENDER'S INVESTMENT PORTFOLIO; (III) TO THE EXTENT SUCH INFORMATION
(A) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS
AGREEMENT, (B) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT OR SUCH LENDER ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN A LOAN PARTY OR ITS AFFILIATES
OR (C) WAS AVAILABLE TO THE ADMINISTRATIVE AGENT OR SUCH LENDER ON A
NON-CONFIDENTIAL BASIS PRIOR TO ITS DISCLOSURE TO THE ADMINISTRATIVE AGENT OR
SUCH LENDER BY A LOAN PARTY OR ITS AFFILIATES; (IV) TO ANY ACTUAL OR PROSPECTIVE
ASSIGNEE OF, OR PROSPECTIVE PURCHASER OF A PARTICIPATION IN, THE RIGHTS OF SUCH
LENDER HEREUNDER, IN EACH CASE SUBJECT TO PARAGRAPH (C) BELOW; OR