THE ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 9.16.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT, EACH ISSUING
BANK AND EACH BANK 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 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 AND (II) ANY ACTUAL OR
PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION
RELATING TO EITHER CO-BORROWER AND ITS OBLIGATIONS, (G) WITH THE CONSENT OF
CARLISLE 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, ANY ISSUING BANK OR ANY BANK ON A NONCONFIDENTIAL
BASIS FROM A SOURCE OTHER THAN A CO-BORROWER.
FOR THE PURPOSES OF THIS SECTION,
"INFORMATION" MEANS ALL INFORMATION RECEIVED FROM A CO-BORROWER RELATING TO
EITHER CO-BORROWER OR ITS BUSINESS, OTHER THAN ANY SUCH INFORMATION THAT IS
AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY BANK ON A
54
NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE APPLICABLE CO-BORROWER;
PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM A CO-BORROWER 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.
NOTWITHSTANDING ANYTHING IN ANY
COMMITMENT OR FEE LETTER EXECUTED IN CONNECTION HEREWITH TO THE CONTRARY OR THE
FORGOING PROVISIONS, THE PARTIES HERETO MAY DISCLOSE TO ANY PERSON, WITHOUT
LIMITATION OF ANY KIND, THE "TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE,
WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER
TAX ANALYSES) THAT ARE PROVIDED TO A CO-BORROWER RELATING TO SUCH TAX TREATMENT
AND TAX