TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR
PROVIDER OF ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH
SPC.
116
10.07
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
EACH OF THE
ADMINISTRATIVE AGENT AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF
THE INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (A)
TO ITS AFFILIATES AND TO ITS AND 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, (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 BONA-FIDE ASSIGNEE OF OR PARTICIPANT IN, ANY PROSPECTIVE ASSIGNEE OF OR
PARTICIPANT IN, OR ANY ELIGIBLE ASSIGNEE INVITED TO BE A LENDER PURSUANT TO
SECTION 10.06(B), 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 BORROWERS AND THEIR OBLIGATIONS, (G) WITH
THE CONSENT OF THE BORROWERS 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 OR ANY OF THEIR
RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE
BORROWERS AND NOT KNOWN TO THEM TO BE UNDER ANY DUTY OF CONFIDENTIALITY TO THE
BORROWERS OR THEIR SUBSIDIARIES.
For purposes of this Section, "Information" means all information received from
the Loan Parties or their Affiliates relating to any Loan Party, any Affiliate
thereof, any Borrower or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrowers or any Subsidiary.
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.
Each of the Administrative Agent and the Lenders acknowledges that (a) the
Information may include material non-public information concerning the Borrowers
or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of