BORROWER WITHOUT SUCH CONSENT SHALL
BE VOID.
SECTION 11.11
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL THE COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 11.12
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT AND THE
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 ANY PERSONS TO WHOM SUCH DISCLOSURE
IS MADE PURSUANT TO SECTION 11.12(A) OR 11.12(D) 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 CREDIT 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 ANY
ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN,
ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, (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 THE LENDER ON A NONCONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE BORROWER.
FOR THE PURPOSES OF THIS SECTION,
"INFORMATION" MEANS ALL INFORMATION RECEIVED FROM THE BORROWER RELATING TO THE
BORROWER OR THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES, OTHER THAN ANY
SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT OR THE LENDER ON
A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE BORROWER; PROVIDED THAT, IN
THE CASE OF INFORMATION RECEIVED FROM THE BORROWER AFTER THE DATE HEREOF, SUCH
INFORMATION (EXCEPT AS DISCLOSED PURSUANT TO SECTION 7.01(A)(VIII)) 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
49
CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD ACCORD TO ITS OWN
CONFIDENTIAL INFORMATION.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
STERLING FINANCIAL CORPORATION
By:
/s/ William R. Basom
Name:
William R. Basom
Title:
Vice President, Treasurer
BANK OF SCOTLAND, as
Administrative Agent and Collateral Agent
By:
/s/ Karen Weich
Name:
Karen Weich
Title:
Assistant Vice