ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.12.
Confidentiality.
Each Lender agrees to hold any
Information which it may receive from the Borrower or any of its Subsidiaries or
Affiliates pursuant to this Agreement in
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confidence and for use in connection with this Agreement, including without
limitation for use in connection with its rights and remedies hereunder, except
for disclosure (a) to other Lenders and their respective Affiliates, (b) to
legal counsel, accountants, and other professional advisors to such Lender,
(c) to regulatory officials, (d) as requested pursuant to or as required by law,
regulation, or legal process, (e) in connection with any legal proceeding to
which such Lender is a party, (f) to a proposed assignee or participant
permitted under Section 8.06 which shall have agreed in writing to keep such
disclosed confidential information confidential in accordance with this Section
and (g) on a confidential basis to (1) any rating agency in connection with
rating the Borrower or its Subsidiaries or the credit facilities provided for
herein or (2) the CUSIP Service Bureau or any similar agency in connection with
the issuance and monitoring of identification numbers with respect to the credit
facilities provided for herein. For the purposes of this Section, "Information"
means all information received from the Borrower or any of its Subsidiaries or
Affiliates relating to the Borrower or any of its Subsidiaries or Affiliates or
their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a non-confidential basis prior to
disclosure by the Borrower and other than information pertaining to this
Agreement routinely provided by arrangers to data service providers, including
league table providers, that serve the lending industry. 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 LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY
PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND 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.
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 AND ITS AFFILIATES OR
THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER 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 NON-PUBLIC INFORMATION IN ACCORDANCE