WITH RESPECT TO THE BORROWERS
AND THEIR SUCCESSORS AND ASSIGNS (INCLUDING ANY SURETY) AND ANY OTHER PERSON
WHICH IS DIRECTLY OR INDIRECTLY A
170
creditor of the other Borrowers or any surety for any other Borrower, not to
exercise, until Bank Facilities Termination has irrevocably occurred, any rights
at law or in equity to subrogation, to reimbursement, to exoneration, to
contribution, to setoff or to any other rights that could accrue to a surety
against a principal, to a guarantor against a maker or obligor, to an
accommodation party against the party accommodated, or to a holder or transferee
against a maker, and which such Borrower may have or hereafter acquire against
any of the Borrowers or any other such Person in connection with or as a result
of such Borrower's execution, delivery and/or performance of this Credit
Agreement or any other Loan Document to which such Borrower is a party.
SECTION 10.23.
CONFIDENTIALITY.
EACH OF THE BANKS AGREES
TO HOLD ANY NON-PUBLIC INFORMATION THAT IT MAY RECEIVE FROM BORROWERS PURSUANT
TO THIS CREDIT AGREEMENT (OR PURSUANT TO ANY OTHER LOAN DOCUMENT) IN CONFIDENCE
AND CONSISTENT WITH THEIR RESPECTIVE POLICIES FOR HANDLING MATERIAL NON-PUBLIC
INFORMATION, EXCEPT FOR DISCLOSURE: (A) TO THE OTHER BANKS; (B) TO LEGAL COUNSEL
AND ACCOUNTANTS FOR BORROWERS OR ANY OF THE BANKS;
(C) TO THE OTHER
PROFESSIONAL ADVISORS TO BORROWERS OR ANY OF THE BANKS, PROVIDED THAT THE
RECIPIENT HAS ACCEPTED SUCH INFORMATION SUBJECT TO A CONFIDENTIALITY AGREEMENT
SUBSTANTIALLY SIMILAR TO THIS SECTION 10.23; (D) TO REGULATORY OFFICIALS HAVING
JURISDICTION OVER THAT BANK; (E) TO ANY GAMING AUTHORITY HAVING REGULATORY
JURISDICTION OVER BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES, PROVIDED THAT EACH
OF THE BANKS AGREES TO ENDEAVOR TO NOTIFY BORROWERS OF ANY SUCH DISCLOSURE;
(F) AS REQUIRED BY LAW OR LEGAL PROCESS OR IN CONNECTION WITH ANY LEGAL
PROCEEDING, PROVIDED THAT SUCH DISCLOSING BANK USES REASONABLE EFFORTS TO NOTIFY
BORROWERS PRIOR TO ANY SUCH DISCLOSURE; AND (G) TO ANOTHER FINANCIAL INSTITUTION
IN CONNECTION WITH A DISPOSITION OR PROPOSED DISPOSITION TO THAT FINANCIAL
INSTITUTION OF ALL OR PART OF THAT LENDER'S SYNDICATION INTEREST HEREUNDER OR IN
THE REVOLVING CREDIT NOTE, PROVIDED THAT THE RECIPIENT HAS ACCEPTED SUCH
INFORMATION SUBJECT TO A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY SIMILAR TO THIS
SECTION 10.23.
FOR PURPOSES OF THE FOREGOING, "NON-PUBLIC INFORMATION" SHALL
MEAN ANY INFORMATION RESPECTING BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES
REASONABLY CONSIDERED BY BORROWERS TO BE MATERIAL AND NOT AVAILABLE TO THE
PUBLIC, OTHER THAN (I) INFORMATION PREVIOUSLY FILED WITH ANY GOVERNMENTAL AGENCY
AND AVAILABLE TO THE PUBLIC, (II) INFORMATION WHICH IS AVAILABLE TO THE GENERAL
PUBLIC AT THE TIME OF USE OR DISCLOSURE, (III) INFORMATION WHICH BECOMES
AVAILABLE TO THE GENERAL PUBLIC, OTHER THAN BY MANNER OF UNAUTHORIZED DISCLOSURE
OR USE, OR (IV) INFORMATION PREVIOUSLY PUBLISHED IN ANY PUBLIC MEDIUM FROM A
SOURCE OTHER THAN, DIRECTLY OR INDIRECTLY, THAT BANK.
NOTHING IN THIS SECTION
SHALL BE CONSTRUED TO CREATE OR GIVE RISE TO ANY FIDUCIARY DUTY ON THE PART OF
THE AGENT BANK OR THE BANKS TO BORROWERS.
SECTION 10.24.