JUDGMENT BEING MADE OR REGISTERED AGAINST ANY BORROWER OR FOR ANY
OTHER REASON, ANY PAYMENT UNDER OR IN CONNECTION WITH ANY LOAN DOCUMENT IS MADE
OR SATISFIED IN A CURRENCY (THE "OTHER CURRENCY") OTHER THAN THAT IN WHICH THE
RELEVANT PAYMENT IS DUE (THE "REQUIRED CURRENCY") THEN, TO THE EXTENT THAT THE
PAYMENT (WHEN CONVERTED INTO THE REQUIRED CURRENCY AT THE RATE OF EXCHANGE ON
THE DATE OF PAYMENT OR, IF IT IS NOT PRACTICABLE FOR THE PARTY ENTITLED THERETO
(THE "PAYEE") TO PURCHASE THE REQUIRED CURRENCY WITH THE OTHER CURRENCY ON THE
DATE OF PAYMENT, AT THE RATE OF EXCHANGE AS SOON THEREAFTER AS IT IS PRACTICABLE
FOR IT TO DO SO) ACTUALLY RECEIVED BY THE PAYEE FALLS SHORT OF THE AMOUNT DUE
UNDER THE TERMS OF ANY LOAN DOCUMENT, SUCH BORROWER SHALL, TO THE EXTENT
PERMITTED BY LAW, AS A SEPARATE AND INDEPENDENT OBLIGATION, INDEMNIFY AND HOLD
HARMLESS THE PAYEE AGAINST THE AMOUNT OF SUCH SHORT-FALL.
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 12.12.
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 SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 12.13.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING
BANKS AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION
(AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (A) TO ITS AND ITS
AFFILIATES' DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, 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 WILL AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL), (B) TO THE
EXTENT REQUESTED BY ANY REGULATORY AUTHORITY HAVING JURISDICTION OVER IT OR IN
CONNECTION WITH ANY PLEDGE OR ASSIGNMENT PERMITTED UNDER SECTION 12.04(D),
(C) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA
OR SIMILAR LEGAL PROCESS, (D) TO ANY OTHER PARTY TO THIS AGREEMENT, (E) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR ANY SUIT, ACTION OR
PROCEEDING RELATING TO ANY LOAN DOCUMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER,
(F) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS
THOSE OF THIS SECTION, TO (I) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY
PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT OR (II) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS
ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO A BORROWER AND ITS
OBLIGATIONS UNDER THIS AGREEMENT, (G) WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY OR (H) TO THE EXTENT SUCH INFORMATION (I) BECOMES PUBLICLY AVAILABLE
OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION OR (II) BECOMES