AND HOLD HARMLESS THE PAYEE AGAINST THE
AMOUNT OF SUCH SHORTFALL. FOR THE PURPOSE OF THIS SECTION, "RATE OF EXCHANGE"
MEANS THE RATE AT WHICH THE PAYEE IS ABLE ON THE RELEVANT DATE TO PURCHASE THE
REQUIRED CURRENCY WITH THE OTHER CURRENCY AND SHALL TAKE INTO ACCOUNT ANY
PREMIUM AND OTHER COSTS OF EXCHANGE.
SECTION 10.13
HEADINGS.
ARTICLE AND SECTION HEADINGS AND THE TABLE OF
CONTENTS USED HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO CONSIDERATION IN
INTERPRETING, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
SECTION 10.14
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION (AS DEFINED BELOW)
AND SHALL NOT USE THE INFORMATION EXCEPT FOR PURPOSES RELATING DIRECTLY TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS, EXCEPT THAT
INFORMATION MAY BE DISCLOSED BY THE ADMINISTRATIVE AGENT AND THE LENDERS (A) TO
THEIR AND THEIR AFFILIATES' DIRECTORS, OFFICERS, MANAGERS, ADMINISTRATORS,
TRUSTEES, PARTNERS, ADVISORS, EMPLOYEES AND AGENTS WHOM THEY DETERMINE NEED TO
KNOW SUCH INFORMATION IN CONNECTION WITH MATTERS RELATING DIRECTLY TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS, INCLUDING ACCOUNTANTS,
LEGAL COUNSEL AND OTHER ADVISORS (IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM
SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION CONFIDENTIAL AND THE
ADMINISTRATIVE AGENT OR THE APPLICABLE LENDERS SHALL BE RESPONSIBLE FOR BREACH
OF THIS SECTION BY ANY SUCH PERSON TO WHOM IT DISCLOSED SUCH INFORMATION),
(B) TO THE EXTENT REQUESTED BY ANY GOVERNMENTAL AUTHORITY OR REGULATORY AGENCY
(INCLUDING ANY SELF-REGULATORY AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF
INSURANCE
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COMMISSIONERS), (C) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR
UPON ORDER OF ANY COURT OR ADMINISTRATIVE AGENCY OF COMPETENT JURISDICTION, TO
THE EXTENT REQUIRED BY SUCH ORDER AND NOT EFFECTIVELY STAYED ON APPEAL OR
OTHERWISE, OR AS OTHERWISE REQUIRED BY LAW; PROVIDED THAT IN THE CASE OF ANY
INTENDED DISCLOSURE UNDER THIS CLAUSE (C), THE RECIPIENT THEREOF SHALL (UNLESS
OTHERWISE REQUIRED BY APPLICABLE LAW) GIVE THE GUARANTOR NOT LESS THAN FIVE
BUSINESS DAYS' PRIOR NOTICE (OR SUCH SHORTER PERIOD AS MAY, IN THE GOOD FAITH
DISCRETION OF THE RECIPIENT, BE REASONABLE UNDER THE CIRCUMSTANCES OR MAY BE
REQUIRED BY ANY COURT OR AGENCY UNDER THE CIRCUMSTANCES), SPECIFYING THE
INFORMATION INVOLVED AND STATING SUCH RECIPIENT'S INTENTION TO DISCLOSE SUCH
INFORMATION (INCLUDING THE MANNER AND EXTENT OF SUCH DISCLOSURE) IN ORDER TO
ALLOW THE GUARANTOR AN OPPORTUNITY TO SEEK AN APPROPRIATE PROTECTIVE ORDER,
(D) TO ANY OTHER PARTY HERETO, (E) IN CONNECTION WITH THE EXERCISE OF ANY
REMEDIES UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER, (F) SUBJECT TO AN AGREEMENT IN
WRITING TO BE BOUND BY THE PROVISIONS OF THIS SECTION (AND OF