ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
SECTION 11.11. NOTARIZATION. IF ANY OF THE LENDERS AT ANY TIME REQUEST THAT THE
FACILITY AGENT INSTRUCT THE BORROWERS TO RAISE THIS AGREEMENT TO THE STATUS OF
PUBLIC DOCUMENT BEFORE A SPANISH NOTARY PUBLIC, THE FACILITY AGENT SHALL
PROMPTLY SEND A NOTICE (A "NOTARIZATION NOTICE") TO THE BORROWERS AND, UNLESS
THE BORROWERS RECEIVE A NOTICE FROM THE FACILITY AGENT WITHDRAWING SUCH
NOTARIZATION NOTICE BY THE TENTH BUSINESS DAY AFTER DELIVERY THEREOF (SUCH DATE,
THE "NOTARIZATION NOTICE EFFECTIVE DATE"), THEN THE BORROWERS HEREBY EXPRESSLY
AGREE AND UNDERTAKE (A) TO APPEAR, WITHIN FIFTEEN DAYS AFTER THE NOTARIZATION
NOTICE EFFECTIVE DATE, BEFORE A SPANISH NOTARY PUBLIC SELECTED BY THE BORROWERS
AND (B) TO RAISE THIS AGREEMENT TO THE STATUS OF PUBLIC DOCUMENT. ALL THE COSTS
ARISING FROM THE NOTARIZATION OF THIS AGREEMENT SHALL BE BORNE BY THE BORROWERS.
EACH LENDER HEREBY EMPOWERS THE FACILITY AGENT TO APPEAR BEFORE A SPANISH NOTARY
PUBLIC FOR THE PURPOSE OF RAISING THIS AGREEMENT TO THE STATUS OF PUBLIC
DOCUMENT.
SECTION 11.12. HEADINGS. ARTICLE AND SECTION HEADINGS AND THE TABLE OF CONTENTS
USED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS
98
AGREEMENT AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE TAKEN INTO
CONSIDERATION IN INTERPRETING, THIS AGREEMENT.
SECTION 11.13. CONFIDENTIALITY. (A)
EACH AGENT, THE ISSUING BANK AND EACH
LENDER 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, (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 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,
TO (I) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE OF OR
PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER