(II) UPON 30 DAYS' NOTICE
TO THE BORROWER, RESIGN AS SWING LINE LENDER. IN THE EVENT OF ANY SUCH
RESIGNATION AS L/C ISSUER OR SWING LINE LENDER, THE BORROWER SHALL BE ENTITLED
TO APPOINT FROM AMONG THE LENDERS A SUCCESSOR L/C ISSUER OR SWING LINE LENDER
HEREUNDER; PROVIDED, HOWEVER, THAT NO FAILURE BY THE BORROWER TO APPOINT ANY
SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF GUARANTY BANK AS L/C ISSUER OR
SWING LINE LENDER, AS THE CASE MAY BE. IF GUARANTY BANK RESIGNS AS A L/C ISSUER,
IT SHALL RETAIN ALL THE RIGHTS AND OBLIGATIONS OF A L/C ISSUER HEREUNDER WITH
RESPECT TO ALL LETTERS OF CREDIT ISSUED BY IT AND OUTSTANDING AS OF THE
EFFECTIVE DATE OF ITS RESIGNATION AS A L/C ISSUER AND ALL L/C OBLIGATIONS WITH
RESPECT THERETO (INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE
REVOLVING LOANS OR FUND RISK PARTICIPATIONS IN UNREIMBURSED AMOUNTS PURSUANT TO
SECTION 2.03(C)). IF GUARANTY BANK RESIGNS AS SWING LINE LENDER, IT SHALL RETAIN
ALL THE RIGHTS OF THE SWING LINE LENDER PROVIDED FOR HEREUNDER WITH RESPECT
95
TO SWING LINE LOANS MADE BY IT AND OUTSTANDING AS OF THE EFFECTIVE DATE OF SUCH
RESIGNATION, INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE
REVOLVING LOANS OR FUND RISK PARTICIPATIONS IN OUTSTANDING SWING LINE LOANS
PURSUANT TO SECTION 2.04(C).
10.08
CONFIDENTIALITY. EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE L/C ISSUER 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, PARTNERS, EMPLOYEES AND AGENTS, INCLUDING
ACCOUNTANTS, LEGAL COUNSEL AND OTHER ADVISORS AND REPRESENTATIVES (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; (C) TO THE EXTENT
REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY
ANY SUBPOENA OR SIMILAR LEGAL PROCESS; (D) TO ANY OTHER PARTY TO THIS AGREEMENT;
(E) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR ANY SUIT,
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF RIGHTS
HEREUNDER; (F) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE
SAME AS THOSE OF THIS SECTION, TO (I) ANY ELIGIBLE ASSIGNEE OF OR PARTICIPANT
IN, OR ANY PROSPECTIVE ELIGIBLE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS
OR OBLIGATIONS UNDER THIS AGREEMENT OR (II) ANY DIRECT OR INDIRECT CONTRACTUAL
COUNTERPARTY OR PROSPECTIVE COUNTERPARTY (OR SUCH CONTRACTUAL COUNTERPARTY'S OR
PROSPECTIVE COUNTERPARTY'S PROFESSIONAL ADVISOR) TO ANY CREDIT DERIVATIVE
TRANSACTION RELATING TO OBLIGATIONS OF THE LOAN PARTIES; (G) WITH THE CONSENT OF
THE BORROWER; (H) TO THE EXTENT SUCH INFORMATION (I) BECOMES PUBLICLY AVAILABLE
OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION OR (II) BECOMES AVAILABLE TO
THE ADMINISTRATIVE AGENT OR ANY LENDER ON A NONCONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN THE BORROWER; OR (I) TO THE NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS OR ANY