Law,
including United States federal and state securities Laws.
(c)
Press Releases. The Loan Parties and their Affiliates agree that they
will not in the future issue any press releases or other public disclosure using
the name of the Administrative Agent, the Collateral Agent or any Lender or
their respective Affiliates or referring to this Agreement or any of the Loan
Documents without the prior written consent of the Administrative Agent, unless
(and only to the extent that) the Loan Parties or such Affiliates are required
to do so under law and then, in any event the Loan Parties or such Affiliates
will consult with such Person before issuing such press release or other public
disclosure.
(d)
Customary Advertising Material. The Loan Parties consent to the
publication by the Administrative Agent, the Collateral Agent or any Lender of
customary advertising material relating to the transactions contemplated hereby
using the name, product photographs, logo or trademark of the Loan Parties;
provided that, if any such advertising materials include Borrowers' results of
operating or other non-public Information that is to be treated as confidential
under this Section 11.07, the Borrowers' consent shall be required prior to use
of such Information.
(e)
FOIL. NOTWITHSTANDING ANY PROVISION OF THIS SECTION 11.07 TO THE
CONTRARY, THE LOAN PARTIES ACKNOWLEDGE AND AGREE THAT ALL INFORMATION, IN ANY
FORMAT, SUBMITTED TO NYGB SHALL BE SUBJECT TO AND TREATED IN ACCORDANCE WITH THE
NYS FREEDOM OF INFORMATION LAW ("FOIL," PUBLIC OFFICERS LAW, ARTICLE 6).
PURSUANT TO FOIL, NYGB IS REQUIRED TO MAKE AVAILABLE TO THE PUBLIC, UPON
REQUEST, RECORDS OR PORTIONS THEREOF WHICH IT POSSESSES, UNLESS THAT INFORMATION
IS STATUTORILY EXEMPT FROM DISCLOSURE. THEREFORE, UNLESS THIS AGREEMENT
SPECIFICALLY REQUIRES OTHERWISE, THE LOAN PARTIES SHOULD SUBMIT INFORMATION TO
NYGB IN A NON-CONFIDENTIAL, NON-PROPRIETARY FORMAT. FOIL DOES PROVIDE THAT NYGB
MAY DENY ACCESS TO RECORDS OR PORTIONS THEREOF THAT "ARE TRADE SECRETS OR ARE
SUBMITTED TO AN AGENCY BY A COMMERCIAL ENTERPRISE OR DERIVED FROM INFORMATION
OBTAINED FROM A COMMERCIAL ENTERPRISE AND WHICH IF DISCLOSED WOULD CAUSE
SUBSTANTIAL INJURY TO THE COMPETITIVE POSITION OF THE SUBJECT ENTERPRISE." [SEE
PUBLIC OFFICERS LAW, § 87(2)(D)]. ACCORDINGLY, IF THIS AGREEMENT SPECIFICALLY
REQUIRES SUBMISSION OF INFORMATION IN A FORMAT THE LOAN PARTIES CONSIDER A
PROPRIETARY AND/OR CONFIDENTIAL TRADE SECRET, THE LOAN PARTIES SHALL FULLY
IDENTIFY AND PLAINLY LABEL THE INFORMATION "CONFIDENTIAL" OR "PROPRIETARY" AT
THE TIME OF DISCLOSURE.
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BY SO MARKING SUCH INFORMATION, THE LOAN PARTIES REPRESENT THAT THE INFORMATION
HAS ACTUAL OR POTENTIAL SPECIFIC COMMERCIAL OR COMPETITIVE VALUE TO THE
COMPETITORS OF THE LOAN PARTIES. WITHOUT LIMITATION, INFORMATION WILL NOT BE
CONSIDERED CONFIDENTIAL OR PROPRIETARY IF IT IS OR HAS BEEN (I) GENERALLY KNOWN
OR AVAILABLE FROM OTHER SOURCES WITHOUT OBLIGATION CONCERNING ITS
CONFIDENTIALITY; (II) MADE AVAILABLE BY THE OWNER TO OTHERS WITHOUT OBLIGATION
CONCERNING ITS CONFIDENTIALITY; OR (III) ALREADY AVAILABLE TO NYGB WITHOUT
OBLIGATION CONCERNING ITS CONFIDENTIALITY. IN THE EVENT OF A FOIL REQUEST, IT IS
NYGB'S POLICY TO CONSIDER RECORDS AS MARKED ABOVE PURSUANT TO THE TRADE SECRET
EXEMPTION