THAT ANY BANK MAY
DISCLOSE ANY SUCH CONFIDENTIAL INFORMATION (A) AS MAY BE REQUIRED OR APPROPRIATE
IN ANY REPORT, STATEMENT OR TESTIMONY SUBMITTED TO OR REQUIRED BY ANY MUNICIPAL,
STATE OR FEDERAL REGULATORY BODY HAVING OR CLAIMING TO HAVE JURISDICTION OVER
SUCH BANK OR SUBMITTED TO OR REQUIRED OR REQUESTED BY THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM OR THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
SIMILAR ORGANIZATIONS (WHETHER IN THE UNITED STATES OF AMERICA OR ELSEWHERE) OR
THEIR SUCCESSORS, (B) AS MAY BE REQUIRED OR APPROPRIATE IN RESPONSE TO ANY
SUMMONS OR SUBPOENA IN CONNECTION WITH ANY LITIGATION, (C) IN ORDER TO COMPLY
WITH ANY LAW, ORDER, REGULATION OR RULING APPLICABLE TO SUCH BANK, AND (D) TO AN
ASSIGNEE OR PARTICIPANT OR PROSPECTIVE ASSIGNEE OR PARTICIPANT IN CONNECTION
WITH ANY CONTEMPLATED TRANSFER OF ANY OF THE NOTES OR ANY INTEREST THEREIN BY
SUCH BANK, PROVIDED THAT (I) SUCH ASSIGNEE OR PARTICIPANT OR PROSPECTIVE
ASSIGNEE OR PARTICIPANT EXECUTES AN AGREEMENT WITH THE BORROWER AND THE
GUARANTOR AGREEING TO COMPLY WITH THE PROVISIONS CONTAINED IN THIS SECTION 10.12
AND (II) UNLESS A DEFAULT HAS OCCURRED AND IS CONTINUING, NO CONFIDENTIAL
INFORMATION MAY BE DISCLOSED TO ANY PARTICIPANT OR PROSPECTIVE PARTICIPANT,
OTHER THAN A PARTICIPANT OR A PROSPECTIVE PARTICIPANT THAT IS (A) A BANK OR ANY
AFFILIATE OF ANY BANK OR (B) A COMMERCIAL BANK OR FINANCIAL INSTITUTION, IN EACH
CASE WITH AN OFFICE IN THE UNITED STATES OF AMERICA, WITHOUT THE COMPANY'S PRIOR
WRITTEN CONSENT.
IN THE EVENT THAT THE ADMINISTRATIVE AGENT OR ANY BANK BECOMES
LEGALLY COMPELLED OR OTHERWISE OBLIGATED TO DISCLOSE ANY OF THE CONFIDENTIAL
INFORMATION (OTHER THAN TO REGULATORY OR SUPERVISORY AUTHORITIES HAVING
JURISDICTION OVER SUCH BANK) AND UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAWS
OR REGULATIONS, SUCH PERSON WILL PROMPTLY, AFTER OBTAINING KNOWLEDGE OF ITS
OBLIGATION TO DISCLOSE SUCH INFORMATION, PROVIDE THE BORROWER WITH NOTICE SO
THAT THE BORROWER MAY SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY OR
WAIVE COMPLIANCE WITH THIS SECTION.
IN THE EVENT SUCH PROTECTIVE ORDER OR OTHER
59
REMEDY IS NOT OBTAINED, SUCH PERSON WILL FURNISH ONLY THAT PORTION OF THE
CONFIDENTIAL INFORMATION WHICH IT IS ADVISED BY LEGAL COUNSEL IS LEGALLY
REQUIRED AND WILL EXERCISE ITS BEST EFFORTS TO OBTAIN RELIABLE ASSURANCES THAT
CONFIDENTIAL TREATMENT WILL BE ACCORDED THE CONFIDENTIAL INFORMATION.
IN THE
EVENT THAT COMPLIANCE WITH THIS SECTION IS WAIVED BY THE BORROWER, SUCH PERSON
MAY DISCLOSE ANY AND ALL INFORMATION AT ISSUE WITHOUT LIABILITY TO THE BORROWER,
THE GUARANTOR OR ANY OTHER PERSON.
NOTWITHSTANDING THE FOREGOING, THE
ADMINISTRATIVE AGENT AND EACH BANK MAY, AND THE BORROWER HEREBY AUTHORIZES THE
ADMINISTRATIVE AGENT AND EACH BANK TO, INCLUDE REFERENCES TO THE BORROWER, ITS
SUBSIDIARIES AND THE GUARANTOR, AND UTILIZE ANY LOGO OR OTHER DISTINCTIVE SYMBOL
ASSOCIATED WITH THE BORROWER, ITS SUBSIDIARIES AND THE GUARANTOR, SOLELY IN
CONNECTION WITH ANY ADVERTISING, PROMOTION OR MARKETING UNDERTAKEN BY THE
ADMINISTRATIVE AGENT OR SUCH BANK IN THE ORDINARY COURSE OF ITS BUSINESS, OR,
SUBJECT TO THE BORROWER'S PRIOR REVIEW AND APPROVAL OF ANY SUCH