information and instructed to keep such
information confidential)) any information with respect to the Company and its
Subsidiaries which is furnished pursuant to this Agreement or any documents
contemplated by or referred to herein or therein, except that any Lender may
disclose any such information (i) as has become generally available to the
public other than by a breach of this subsection 8.14, (ii) as may be required
or appropriate in any report, statement or testimony submitted to any municipal,
state or federal regulatory body having or claiming to have jurisdiction over
such Lender (or any of its affiliates) or to the Federal Reserve Board or the
Federal Deposit Insurance Corporation or similar organizations (whether in the
United States or elsewhere) or their successors, (iii) as may be required or
appropriate in connection with any litigation with respect to this Agreement or
in response to any summons or subpoena or any law, order, regulation or ruling
applicable to such Lender, or (iv) to any prospective Transferee in connection
with any contemplated transfer pursuant to subsection 8.6, provided that such
prospective Transferee shall have been made aware of this subsection 8.14 and
shall have agreed to be bound by its provisions as if it were a party to this
Agreement. In the case of clauses (ii) and (iii) of the preceding sentence
(other than disclosures to bank regulators and examiners pursuant to clause
(ii) of the preceding sentence), the applicable Lenders shall, to the extent not
prohibited by law, notify the Company of the proposed disclosure as far in
advance of such disclosure as practicable and use reasonable efforts to ensure
that any information so disclosed is accorded confidential treatment, provided
that if such Lenders are unable to notify the Company in advance of such
disclosure, such notice shall be delivered to the Company thereafter to the
extent permitted by law.
(b) EACH LENDER ACKNOWLEDGES THAT THE INFORMATION AS DESCRIBED IN SUBSECTION
8.14(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES OR THEIR
RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY AND ITS AFFILIATES AND
THEIR RESPECTIVE
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SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE
ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE
A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.
8.15 Acknowledgments. The Company hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of
the Agreement;
(b) neither the Administrative Agent