SECTION 9.16.
CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE ISSUING BANK AND THE LENDERS AGREES TO MAINTAIN THE
CONFIDENTIALITY OF THE INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION
MAY BE DISCLOSED (I) TO ITS AND ITS AFFILIATES' OFFICERS, DIRECTORS, 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), (II) TO THE EXTENT REQUESTED OR REQUIRED BY ANY
REGULATORY AUTHORITY OR QUASI-REGULATORY AUTHORITY (SUCH AS THE NATIONAL
ASSOCIATION OF INSURANCE COMMISSIONERS), (III) TO THE EXTENT REQUIRED BY
APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS,
(IV) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER THE
OTHER LOAN DOCUMENTS OR ANY SUIT, ACTION OR PROCEEDING
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relating to the enforcement of its rights hereunder or thereunder, (v) subject
to an agreement containing provisions substantially the same as those of this
Section 9.16, to (y) any actual or prospective assignee of or participant in any
of its rights or obligations under this Agreement and the other Loan Documents
or (z) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower or any Subsidiary or any of
their respective obligations, (vi) with the consent of the Borrower, (vii) to
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender or (viii) to the extent such Information becomes publicly
available other than as a result of a breach of this Section 9.16.
For the
purposes of this Section, "Information" shall mean all information received from
the Borrower or Holdings and related to the Borrower or Holdings or their
business, other than any such information that was available to the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to its disclosure by the Borrower or Holdings.
Any
person required to maintain the confidentiality of Information as provided in
this Section 9.16 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 its own
confidential information.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY PARTY SUBJECT TO
CONFIDENTIALITY OBLIGATIONS HEREUNDER OR OTHERWISE (AND ANY AFFILIATE THEREOF
AND ANY EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH PARTY OR SUCH AFFILIATE)
MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S.
FEDERAL INCOME TAX TREATMENT AND THE U.S. FEDERAL INCOME TAX STRUCTURE OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND ALL MATERIALS OF ANY KIND (INCLUDING
OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO IT RELATING TO SUCH TAX
TREATMENT AND TAX STRUCTURE.
FOR THIS PURPOSE, THE TAX TREATMENT OF THE
TRANSACTIONS CONTEMPLATED HEREBY IS THE PURPORTED OR CLAIMED