THE
LENDERS (A) TO THEIR AND THEIR AFFILIATES' DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS WHOM THEY DETERMINE NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH
MATTERS RELATING DIRECTLY TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE
TRANSACTIONS, 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 AND THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR THE
APPLICABLE LENDERS SHALL BE RESPONSIBLE FOR BREACH OF THIS SECTION BY ANY SUCH
PERSON TO WHOM IT DISCLOSED SUCH INFORMATION), (B) TO THE EXTENT REQUESTED BY
ANY GOVERNMENTAL AUTHORITY OR REGULATORY AGENCY (INCLUDING ANY SELF-REGULATORY
AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS), (C) TO
THE EXTENT REQUIRED BY APPLICABLE LAWS
69
OR REGULATIONS OR UPON ORDER OF ANY COURT OR ADMINISTRATIVE AGENCY OF COMPETENT
JURISDICTION, TO THE EXTENT REQUIRED BY SUCH ORDER AND NOT EFFECTIVELY STAYED ON
APPEAL OR OTHERWISE, OR AS OTHERWISE REQUIRED BY LAW; PROVIDED THAT IN THE CASE
OF ANY INTENDED DISCLOSURE UNDER THIS CLAUSE (C), THE RECIPIENT THEREOF SHALL
(UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW) GIVE THE GUARANTOR NOT LESS THAN
FIVE BUSINESS DAYS' PRIOR NOTICE (OR SUCH SHORTER PERIOD AS MAY, IN THE GOOD
FAITH DISCRETION OF THE RECIPIENT, BE REASONABLE UNDER THE CIRCUMSTANCES OR MAY
BE REQUIRED BY ANY COURT OR AGENCY UNDER THE CIRCUMSTANCES), SPECIFYING THE
INFORMATION INVOLVED AND STATING SUCH RECIPIENT'S INTENTION TO DISCLOSE SUCH
INFORMATION (INCLUDING THE MANNER AND EXTENT OF SUCH DISCLOSURE) IN ORDER TO
ALLOW THE GUARANTOR AN OPPORTUNITY TO SEEK AN APPROPRIATE PROTECTIVE ORDER, (D)
TO ANY OTHER PARTY HERETO, (E) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES
UNDER THIS AGREEMENT, 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 IN WRITING TO BE
BOUND BY THE PROVISIONS OF THIS SECTION (AND OF WHICH THE GUARANTOR SHALL BE A
THIRD PARTY BENEFICIARY) OR IN THE CASE OF A REPURCHASE ARRANGEMENT ("REPO
TRANSACTION") SUBJECT TO AN ARRANGEMENT TO BE BOUND BY PROVISIONS AT LEAST AS
RESTRICTIVE AS 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 OR ANY OTHER LOAN DOCUMENT OR (II) ANY ACTUAL OR
PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION
RELATING TO THE BORROWER AND ITS OBLIGATIONS, (G) WITH THE WRITTEN CONSENT OF
THE BORROWER REFERENCING THIS SECTION 10.14, OR (H) TO THE EXTENT SUCH
INFORMATION (X) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF
THIS SECTION, A BREACH OF ANOTHER CONFIDENTIALITY AGREEMENT TO WHICH THE
ADMINISTRATIVE AGENT, THE L/C ISSUER OR SUCH LENDER IS A PARTY OR ANY OTHER
LEGAL OR FIDUCIARY OBLIGATION OF THE ADMINISTRATIVE AGENT OR SUCH LENDER OR (Y)
BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT, THE L/C ISSUER