AND INSTRUCTED TO KEEP SUCH INFORMATION
CONFIDENTIAL); (II) TO THE EXTENT REQUESTED BY ANY REGULATORY AUTHORITY
PURPORTING TO HAVE JURISDICTION OVER IT (IN WHICH CASE THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT OR SUCH LENDER, AS APPLICABLE, SHALL USE REASONABLE EFFORTS
TO NOTIFY THE BORROWER PRIOR TO SUCH DISCLOSURE, IN ANY CASE INCLUDING ANY
SELF-REGULATORY AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS); (III) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS
OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS; (IV) TO ANY OTHER PARTY TO THIS
AGREEMENT; (V) 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, (VI) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE
SAME AS THOSE OF THIS SECTION, TO (A) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY
PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT, (B) ANY PLEDGEE REFERRED TO IN SECTION 10.07(F) OR (C) ANY
ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE
TRANSACTION RELATING TO THE BORROWER AND ITS OBLIGATIONS, (VII) WITH THE CONSENT
OF THE BORROWER OR (VIII) TO THE EXTENT SUCH INFORMATION (A) BECOMES PUBLICLY
AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION OR (B) BECOMES
AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A NONCONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE BORROWER.
FOR PURPOSES OF THIS SECTION,
"INFORMATION" MEANS ALL INFORMATION RECEIVED FROM THE BORROWER OR ANY OF ITS
SUBSIDIARIES RELATING TO THE BORROWER OR
ANY SUBSIDIARY OR ANY OF THEIR
RESPECTIVE BUSINESSES, OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE
ADMINISTRATIVE AGENT OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO
DISCLOSURE BY THE BORROWER OR ANY SUBSIDIARY, PROVIDED THAT, IN THE CASE OF
INFORMATION RECEIVED FROM THE BORROWER OR ANY SUBSIDIARY AFTER THE DATE HEREOF,
SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL.
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.
NOTWITHSTANDING THE FOREGOING, ANY AGENT AND ANY
LENDER MAY PLACE ADVERTISEMENTS IN FINANCIAL AND OTHER NEWSPAPERS AND
PERIODICALS OR ON A HOME PAGE OR SIMILAR PLACE FOR DISSEMINATION OF INFORMATION
ON THE INTERNET OR WORLDWIDE WEB AS IT MAY CHOOSE, AND CIRCULATE SIMILAR
PROMOTIONAL MATERIALS, AFTER THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT IN THE FORM OF A "TOMBSTONE" OR OTHERWISE DESCRIBING THE NAMES OF
THE LOAN PARTIES, OR ANY OF THEM, AND THE AMOUNT, TYPE AND CLOSING DATE OF SUCH
TRANSACTIONS, ALL AT THEIR SOLE EXPENSE.
(B)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION
10.08(A) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE