to another Bank, or
to such Bank's own holding or parent company and its Affiliates, in each case if
the disclosing Bank or its holding or parent company in its sole discretion
determines that any such party should have access to such information, each of
whom shall be instructed and shall agree to maintain such information
confidential, provided that if the confidentiality obligations hereunder are
breached by such Person following the permitted disclosure, the Administrative
Agent or such disclosing Bank, as applicable, shall be responsible for such
breach) any information with respect to the Borrower or its Subsidiaries which
is furnished pursuant to this Agreement or any other Loan Document and which is
designated by the Borrower to the Banks in writing as confidential; provided
that any Bank may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state or federal regulatory
body having or claiming to have jurisdiction over such Bank or its Affiliates,
or to the Federal Reserve Board or the FDIC or similar organizations (whether in
the United States or elsewhere) or any self-regulatory authority (such as the
National Association of Insurance Commissioners), (c) as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation, (d) in order to comply with any law, order, regulation or ruling
applicable to such Bank (the Administrative Agent and such Bank agree, to the
extent not prohibited by applicable law, to inform the Borrower promptly thereof
prior to disclosure), (e) to any assignee, participant, prospective assignee or
prospective participant or to any direct contractual counterparties (or the
professional advisors thereto) to any swap or derivative transaction to which
the Borrower is a counterparty with respect to the Borrower's obligations
hereunder, if such assignee, participant, prospective assignee, prospective
participant, counterparty or advisor agrees to be bound by this Section 8.10 and
(f) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder.
Section 8.11 Material Non-Public Information.
(a) EACH BANK ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER,
ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.
(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, ITS AFFILIATES AND
THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH BANK REPRESENTS TO THE BORROWER
AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL