ITS
AFFILIATES' RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
ADVISORS
AND REPRESENTATIVES (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 PURPORTING TO HAVE JURISDICTION
OVER IT (INCLUDING ANY SELF-REGULATORY AUTHORITY, SUCH AS THE NATIONAL
ASSOCIATION OF INSURANCE COMMISSIONERS), (C) TO THE EXTENT REQUIRED BY
APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS,
PROVIDED THAT, TO THE EXTENT PERMITTED BY LAW AND OTHERWISE PRACTICABLE, THE
DISCLOSING PARTY USES ITS REASONABLE BEST EFFORTS TO GIVE TO THE BORROWER
ADVANCE NOTICE OF DISCLOSURE PURSUANT TO THIS SUBSECTION, (D) TO ANY OTHER PARTY
HERETO, (E) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT OR ANY 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 THIS AGREEMENT OR (II) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS
ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER AND ITS
OBLIGATIONS, (G) WITH THE CONSENT OF THE BORROWER OR (H) TO THE EXTENT SUCH
INFORMATION (X) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF
THIS SECTION OR (Y) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY LENDER,
THE L/C ISSUER OR ANY OF THEIR RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE BORROWER WHICH SOURCE WAS NOT KNOWN TO THE
RECIPIENT TO BE BOUND TO KEEP SUCH INFORMATION CONFIDENTIAL.
For purposes of this Section, "Information" means all information received from
the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any
of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any 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 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.
The Borrower acknowledges that (a) the Administrative Agent will make available
to the L/C Issuer and the Lenders materials and/or information provided by or on
behalf of the Borrower hereunder (collectively, "Borrower Materials") by posting
the Borrower Materials on IntraLinks or another similar electronic system (the
"Platform") and (b) certain of the Lenders or the L/C Issuer