SUCH LENDER WILL PROMPTLY NOTIFY LEAD BORROWER OF SUCH
REQUEST SO THAT LEAD BORROWER MAY SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE
RELIEF OR REMEDY AND (II) IF DISCLOSURE OF SUCH INFORMATION IS REQUIRED,
DISCLOSE SUCH INFORMATION AND, SUBJECT TO REIMBURSEMENT BY BORROWERS OF
ADMINISTRATIVE AGENT'S OR SUCH LENDER'S EXPENSES, COOPERATE WITH LEAD BORROWER
IN THE REASONABLE EFFORTS TO OBTAIN AN ORDER OR OTHER RELIABLE ASSURANCE THAT
CONFIDENTIAL TREATMENT WILL BE ACCORDED TO SUCH PORTION OF THE DISCLOSED
INFORMATION WHICH LEAD BORROWER SO DESIGNATES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW OR IF PERMITTED BY APPLICABLE LAW, TO THE EXTENT ADMINISTRATIVE
AGENT OR SUCH LENDER DETERMINES IN GOOD FAITH THAT IT WILL NOT CREATE ANY RISK
OF LIABILITY TO ADMINISTRATIVE AGENT OR SUCH LENDER.
187
(C)
IN NO EVENT SHALL THIS SECTION 13.5 OR ANY OTHER PROVISION OF THIS
AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR APPLICABLE LAW BE DEEMED:
(I) TO APPLY TO OR RESTRICT DISCLOSURE OF INFORMATION THAT HAS BEEN OR IS MADE
PUBLIC BY ANY BORROWER, GUARANTOR OR ANY THIRD PARTY OR OTHERWISE BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE IN
VIOLATION HEREOF, (II) TO APPLY TO OR RESTRICT DISCLOSURE OF INFORMATION THAT
WAS OR BECOMES AVAILABLE TO ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY AFFILIATE
OF ANY LENDER) ON A NON-CONFIDENTIAL BASIS FROM A PERSON OTHER THAN A BORROWER
OR GUARANTOR, (III) TO REQUIRE ADMINISTRATIVE AGENT OR ANY LENDER TO RETURN ANY
MATERIALS FURNISHED BY A BORROWER OR GUARANTOR TO ADMINISTRATIVE AGENT OR A
LENDER OR
PREVENT ADMINISTRATIVE AGENT OR A LENDER FROM RESPONDING TO ROUTINE
INFORMATIONAL REQUESTS
IN ACCORDANCE WITH THE CODE OF ETHICS FOR THE EXCHANGE
OF CREDIT INFORMATION PROMULGATED BY THE ROBERT MORRIS ASSOCIATES OR OTHER
APPLICABLE INDUSTRY STANDARDS RELATING TO THE EXCHANGE OF CREDIT INFORMATION.
THE OBLIGATIONS OF ADMINISTRATIVE AGENT AND LENDERS UNDER THIS SECTION 13.5
SHALL SUPERSEDE AND REPLACE THE OBLIGATIONS OF ADMINISTRATIVE AGENT AND LENDERS
UNDER ANY CONFIDENTIALITY LETTER SIGNED PRIOR TO THE EFFECTIVE DATE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN OR IN ANY OF
THE OTHER FINANCING AGREEMENTS OR ANY OTHER WRITTEN OR ORAL UNDERSTANDING OR
AGREEMENT, (I) ANY OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN, IN ANY OF
THE OTHER FINANCING AGREEMENTS OR ANY SUCH OTHER UNDERSTANDING OR AGREEMENT DO
NOT APPLY AND HAVE NOT APPLIED FROM THE COMMENCEMENT OF DISCUSSIONS BETWEEN THE
PARTIES TO THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED
HEREIN (AND ANY RELATED TRANSACTIONS OR ARRANGEMENTS), AND (II) EACH PARTY (AND
EACH OF ITS EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS) MAY DISCLOSE TO ANY AND
ALL PERSONS THE TAX TREATMENT AND TAX STRUCTURING OF THE TRANSACTIONS
CONTEMPLATED HEREIN AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER
TAX ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH TAX TREATMENT AND
TAX STRUCTURE, ALL WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4;
PROVIDED, THAT, EACH PARTY RECOGNIZES THAT THE PRIVILEGE THAT IT MAY, IN ITS
DISCRETION, MAINTAIN WITH RESPECT TO THE CONFIDENTIALITY