or manages a Lender.
(h)
Notwithstanding anything to the contrary
contained herein, if at any time, any L/C Issuer assigns all of its Commitment
pursuant to subsection (b) above, such L/C Issuer may, upon 30 days' notice to
the Borrower and the Lenders, resign as an L/C Issuer.
In the event of any such
resignation by any L/C Issuer, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of such L/C Issuer.
Any L/C Issuer which
48
resigns (whether in connection with assignment of all of its Commitments
pursuant to subsection (b) above or pursuant to Section 9.09 above) shall retain
all of its respective rights and obligations as an L/C Issuer hereunder with
respect to all outstanding Letters of Credit issued by it as of the effective
date of its resignation as an L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to fund participations in
Unreimbursed Amounts pursuant to Section 2.01(c)).
10.08
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT, THE
L/C ISSUERS AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE
INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (A) TO
ITS AND ITS AFFILIATES' DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, 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), (B) TO THE EXTENT REQUESTED BY ANY REGULATORY AUTHORITY
(INCLUDING ANY SELF-REGULATORY AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS), (C) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR
REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS, (D) TO ANY OTHER PARTY
HERETO, (E) 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,
(F) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS
THOSE OF THIS SECTION, TO ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE
ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT, (G) WITH THE PRIOR WRITTEN CONSENT OF THE BORROWER OR (H) TO THE
EXTENT SUCH INFORMATION (X) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF
A BREACH OF THIS SECTION OR (Y) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT,
L/C ISSUER, AS APPLICABLE, OR ANY LENDER ON A NONCONFIDENTIAL BASIS FROM A
SOURCE OTHER THAN THE BORROWER, PROVIDED THAT SUCH SOURCE IS NOT BOUND BY A
CONFIDENTIALITY AGREEMENT WITH THE BORROWER OR ANY OF ITS SUBSIDIARIES KNOWN TO
SUCH ADMINISTRATIVE AGENT, L/C ISSUER OR LENDER; (I) TO THE NATIONAL ASSOCIATION
OF INSURANCE COMMISSIONERS OR ANY OTHER SIMILAR ORGANIZATION OR ANY NATIONALLY
RECOGNIZED RATING AGENCY THAT REQUIRES ACCESS TO INFORMATION ABOUT A LENDER'S OR
ITS AFFILIATES' INVESTMENT