an assignment or the performance by
any Agent of its duties under the Term Loan Documents with respect to such
Person violates or would violate any Anti-Terrorism Law.
"Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course.
"Approved Fund" means any Fund that is administered or managed by (i) a Lender,
(ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity
that administers or manages a Lender.
SECTION 10.08
CONFIDENTIALITY AND DISCLOSURE.
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 (I) TO ITS AND ITS
AFFILIATES' DIRECTORS, OFFICERS, 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 BY ANY REGULATORY AUTHORITY (INCLUDING ANY SELF-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) TO ANY OTHER PARTY TO THIS AGREEMENT; (V) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER TERM
LOAN DOCUMENT OR ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER TERM LOAN DOCUMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER,
(VI) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS
THOSE OF THIS SECTION, TO (A) ANY ASSIGNEE OR PLEDGEE OF OR PARTICIPANT IN, OR
ANY PROSPECTIVE ASSIGNEE OR PLEDGEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT OR (B) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY
(OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO ANY BORROWER
AND ITS OBLIGATIONS, (VII) WITH THE CONSENT OF THE COMPANY OR (VIII) TO THE
EXTENT SUCH INFORMATION (A) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF
A BREACH OF THIS SECTION OR (B) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT OR
ANY LENDER ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN A BORROWER.
FOR
PURPOSES OF THIS SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM ANY
LOAN PARTY RELATING TO ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE BUSINESSES,
OTHER THAN (I) ANY SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE
AGENT OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY ANY LOAN
PARTY AND (II) BORROWER MATERIALS MARKED "PUBLIC" IN ACCORDANCE WITH SECTION
6.02.
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.
NOTWITHSTANDING THE FOREGOING, ANY