INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
SECTION 11.11.
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 11.12.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT 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 OR AGENCY
POSSESSING INVESTIGATIVE POWERS AND THE ABILITY TO SANCTION MEMBERS FOR
NON-COMPLIANCE, (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 THIS AGREEMENT OR THE ENFORCEMENT OF
RIGHTS HEREUNDER, (F) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS
SUBSTANTIALLY THE SAME AS, OR OTHERWISE CONSISTENT WITH, 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 THE CREDIT PARTIES AND THEIR 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 OR (II) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN A CREDIT PARTY.
FOR THE PURPOSES
OF THIS SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM ANY CREDIT
PARTY RELATING TO ANY CREDIT PARTY OR ITS BUSINESS, OTHER THAN ANY SUCH
INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A
NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY ANY CREDIT PARTY; PROVIDED THAT, IN
THE CASE OF INFORMATION RECEIVED FROM ANY CREDIT PARTY AFTER THE DATE HEREOF,
SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF INFORMATION AS PROVIDED
IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED WITH ITS OBLIGATION TO DO
SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF CARE TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD ACCORD TO ITS OWN
CONFIDENTIAL INFORMATION.
SECTION 11.13.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN,
TOGETHER WITH ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST
ON SUCH LOAN UNDER APPLICABLE