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, (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 ISSUING BANK OR
ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE BORROWER OR A
SUBSIDIARY; PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM THE BORROWER
OR ANY SUBSIDIARY 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 12.11 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 HEREIN TO THE CONTRARY, "INFORMATION" SHALL NOT
INCLUDE, AND THE BORROWER, THE BORROWER'S SUBSIDIARIES, THE ADMINISTRATIVE
AGENT, EACH LENDER AND THE RESPECTIVE AFFILIATES OF