TO SECTION 3.1 WITH RESPECT TO PERFECTION AND OTHERWISE TO
THE EFFECT THAT THE COLLATERAL HEREUNDER CONTINUES TO BE SUBJECT TO A PERFECTED
SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED
PARTIES, SUBJECT TO NO OTHER LIENS OF RECORD EXCEPT AS PROVIDED HEREIN OR
OTHERWISE PERMITTED HEREUNDER, WHICH OPINION MAY CONTAIN USUAL AND CUSTOMARY
ASSUMPTIONS, LIMITATIONS AND EXCEPTIONS.
SECTION 12.12
CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT, THE MANAGING AGENTS, THE OTHER
SECURED PARTIES AND THE BORROWER SHALL MAINTAIN AND SHALL CAUSE EACH OF ITS
EMPLOYEES AND OFFICERS TO MAINTAIN THE CONFIDENTIALITY OF THE AGREEMENT AND THE
OTHER CONFIDENTIAL PROPRIETARY INFORMATION WITH RESPECT TO THE OTHER PARTIES
HERETO AND THEIR RESPECTIVE BUSINESSES OBTAINED BY IT OR THEM IN CONNECTION WITH
THE STRUCTURING, NEGOTIATING AND EXECUTION OF THE TRANSACTIONS CONTEMPLATED
HEREIN, EXCEPT THAT EACH SUCH PARTY AND ITS OFFICERS AND EMPLOYEES MAY
(I) DISCLOSE SUCH INFORMATION TO ITS EXTERNAL ACCOUNTANTS AND ATTORNEYS AND AS
REQUIRED BY AN APPLICABLE LAW, AS REQUIRED TO BE PUBLICLY FILED WITH SEC, OR AS
REQUIRED BY AN ORDER OF ANY JUDICIAL OR ADMINISTRATIVE PROCEEDING, (II) DISCLOSE
THE EXISTENCE OF THIS AGREEMENT, BUT NOT THE FINANCIAL TERMS THEREOF AND
(III) DISCLOSE THE AGREEMENT AND SUCH INFORMATION IN ANY SUIT, ACTION,
PROCEEDING OR INVESTIGATION (WHETHER IN LAW OR IN EQUITY OR PURSUANT TO
ARBITRATION) INVOLVING AND OF THE LOAN DOCUMENTS OR ANY HEDGING AGREEMENT FOR
THE PURPOSE OF DEFENDING ITSELF, REDUCING ITSELF, REDUCING ITS LIABILITY, OR
PROTECTING OR EXERCISING ANY OF ITS CLAIMS, RIGHTS, REMEDIES, OR INTERESTS UNDER
OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR ANY HEDGING AGREEMENT.
(B)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE BORROWER
HEREBY CONSENTS TO THE DISCLOSURE OF ANY NONPUBLIC INFORMATION WITH RESPECT TO
IT FOR USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN AND IN THE
TRANSACTION DOCUMENTS (I) TO THE ADMINISTRATIVE AGENT OR THE SECURED PARTIES BY
EACH OTHER, (II) BY THE ADMINISTRATIVE AGENT OR THE SECURED PARTIES TO ANY
PROSPECTIVE OR ACTUAL ELIGIBLE ASSIGNEE OR PARTICIPANT OF ANY OF THEM OR
(III) BY THE ADMINISTRATIVE AGENT OR THE SECURED PARTIES TO ANY RATING AGENCY,
COMMERCIAL PAPER DEALER, OR PROVIDER OF A SURETY, GUARANTY OR CREDIT OR
LIQUIDITY ENHANCEMENT TO A SECURED PARTY AND TO ANY OFFICERS, DIRECTORS,
MEMBERS, EMPLOYEES, OUTSIDE ACCOUNTANTS AND ATTORNEYS OF ANY OF THE FOREGOING,
PROVIDED EACH SUCH PERSON IS INFORMED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND, OTHER THAN ANY RATING AGENCY, AGREES TO BE BOUND HEREBY.
IN
ADDITION, THE SECURED PARTIES AND THE ADMINISTRATIVE AGENT MAY DISCLOSE ANY SUCH
NONPUBLIC INFORMATION PURSUANT TO ANY LAW, RULE, REGULATION, DIRECTION, REQUEST
OR ORDER OF ANY JUDICIAL, ADMINISTRATIVE OR REGULATORY AUTHORITY OR
PROCEEDINGS.
IN ADDITION, THE BORROWER HEREBY CONSENTS TO DISCLOSURE BY A CP
LENDER TO ITS COMMERCIAL PAPER INVESTORS OF THE EXISTENCE OF THIS FACILITY AND
THE IDENTITY OF THE BORROWER HEREUNDER.
(C)
THE BORROWER AND THE SERVICER EACH AGREES THAT IT SHALL NOT (AND
SHALL NOT PERMIT ANY OF ITS AFFILIATES TO) ISSUE ANY NEWS RELEASE OR