JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (II) IRREVOCABLY
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;
(III) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL
FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT
SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS, AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS SECTION 12.09.
SECTION 12.10
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 12.11
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT, THE
ISSUING BANK 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 INSTRUCTED TO KEEP SUCH INFORMATION
CONFIDENTIAL), (B) TO THE EXTENT REQUESTED BY ANY REGULATORY AUTHORITY OR ANY
SELF-REGULATORY AUTHORITY, (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 OR ANY OTHER LOAN DOCUMENT, (E) IN CONNECTION WITH THE
EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR ANY SUIT,
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
CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION 12.11, 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 AGREEMENT
RELATING TO THE BORROWER AND ITS OBLIGATIONS, (G) WITH THE CONSENT OF THE
BORROWER OR (H) TO THE EXTENT SUCH INFORMATION (I) BECOMES PUBLICLY AVAILABLE
OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION 12.11 OR (II) BECOMES
AVAILABLE TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER.
FOR THE PURPOSES
OF THIS SECTION 12.11, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM THE
BORROWER OR ANY SUBSIDIARY RELATING TO THE BORROWER OR ANY SUBSIDIARY AND THEIR
BUSINESSES, OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE
ADMINISTRATIVE AGENT, THE