SWINGLINE LOANS MADE BY IT AND
OUTSTANDING AS OF THE EFFECTIVE DATE OF SUCH RESIGNATION, INCLUDING THE RIGHT TO
REQUIRE THE LENDERS TO MAKE BASE RATE LOANS, DAILY FLOATING EURODOLLAR LOANS OR
FUND RISK PARTICIPATIONS IN OUTSTANDING SWINGLINE LOANS.
UPON THE APPOINTMENT
OF A SUCCESSOR SWINGLINE LENDER, SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME
VESTED WITH ALL OF THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING
SWINGLINE LENDER, AS THE CASE MAY BE.
10.07
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
EACH
OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANK 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 MANAGERS, ADMINISTRATORS, TRUSTEES, PARTNERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND OTHER 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
EXECUTED AND DELIVERED TO AND FOR THE BENEFIT OF THE BORROWERS CONTAINING
PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION, TO (I) ANY ASSIGNEE
OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, (II) ANY ACTUAL OR PROSPECTIVE
PARTY (OR ITS MANAGERS,
94
ADMINISTRATORS, TRUSTEES, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
ADVISORS AND OTHER REPRESENTATIVES) TO ANY SWAP, DERIVATIVE OR OTHER TRANSACTION
UNDER WHICH PAYMENTS ARE TO BE MADE BY REFERENCE TO THE BORROWERS AND ITS
OBLIGATIONS, THIS AGREEMENT OR PAYMENTS HEREUNDER, (III) ANY RATING AGENCY OR
(IV) THE CUSIP SERVICE BUREAU OR ANY SIMILAR ORGANIZATION, (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, THE ISSUING BANK OR ANY OF
THEIR RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN
THE BORROWER.
FOR PURPOSES OF THIS SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM
ANY BORROWER OR ANY OF ITS SUBSIDIARIES RELATING TO THE BORROWERS OR ANY OF
THEIR SUBSIDIARIES OR ANY OF THEIR RESPECTIVE BUSINESSES, OTHER THAN ANY SUCH
INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
ISSUING BANK ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY ANY BORROWER OR
ANY OF ITS SUBSIDIARIES, PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM
ANY BORROWER OR