Lender or
the Administrative Agent is required by any Governmental Authority or any other
Person to disclose Information or otherwise intends to disclose any Information
pursuant to clause (c) of this Section 9.12, unless prohibited by law such
Lender or the Administrative Agent, as the case may be, shall promptly notify
the Borrower in writing so as to provide the Borrower with the opportunity to
seek a protective order or take such other actions that are deemed appropriate
by the Borrower to protect the confidentiality of the Information. For the
purposes of this Section 9.12, "Information" means all information received from
the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent, any Lender or any
Affiliate of the foregoing on a nonconfidential basis prior to disclosure by the
Borrower and other than information pertaining to this Agreement routinely
provided by arrangers to data service providers, including league table
providers, that serve the lending industry. Any Person required to maintain the
confidentiality of Information as provided in this Section 9.12 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.
Each Lender confirms that it maintains internal policies and procedures,
including "ethical wall" procedures, intended to protect against the unlawful
use of confidential information and such procedures apply to the Information.
SECTION 9.13.
Authorization to Distribute Certain Materials to
Public-Siders; Material Non-Public Information. %3.EACH LENDER ACKNOWLEDGES THAT
INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS SUBSIDIARIES OR
SECURITIES THEREOF AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(a)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF
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ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS SUBSIDIARIES
OR SECURITIES THEREOF. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.
(b)
If the Borrower does not file this Agreement with the SEC, then the
Borrower hereby authorizes the Administrative Agent to distribute the execution
version of this Agreement and the Loan Documents to all Lenders, including their
Public-Siders. The Borrower acknowledges its understanding that Public-Siders
and their firms may be trading in any of the parties' respective securities
while in possession of the Loan Documents.
(c)
The Borrower represents and warrants that none of the information in the
Loan Documents constitutes or contains material