PROMINENTLY ON THE FIRST PAGE THEREOF,
(II) BY MARKING COMMUNICATIONS "PUBLIC," EACH LOAN PARTY SHALL BE DEEMED TO HAVE
AUTHORIZED THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES TO TREAT SUCH
COMMUNICATIONS AS EITHER PUBLICLY AVAILABLE INFORMATION OR NOT MATERIAL
INFORMATION (ALTHOUGH, IN THIS LATTER CASE, SUCH COMMUNICATIONS MAY CONTAIN
SENSITIVE BUSINESS INFORMATION AND, THEREFORE, REMAIN SUBJECT TO THE
CONFIDENTIALITY UNDERTAKINGS OF SECTION 10.09) WITH RESPECT TO SUCH LOAN PARTY
OR ITS SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES
LAWS, (III) ALL COMMUNICATIONS MARKED "PUBLIC" MAY BE DELIVERED TO ALL LENDER
PARTIES AND MAY BE MADE AVAILABLE THROUGH A PORTION OF THE APPROVED ELECTRONIC
PLATFORM DESIGNATED "PUBLIC SIDE INFORMATION," AND (IV) THE ADMINISTRATIVE AGENT
SHALL BE ENTITLED TO TREAT ANY COMMUNICATIONS THAT ARE NOT MARKED "PUBLIC" AS
RESTRICTING INFORMATION AND MAY POST SUCH COMMUNICATIONS TO A PORTION OF THE
APPROVED ELECTRONIC PLATFORM NOT DESIGNATED "PUBLIC SIDE INFORMATION."
NEITHER
THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES SHALL BE RESPONSIBLE FOR ANY
STATEMENT OR OTHER DESIGNATION BY AN LOAN PARTY REGARDING WHETHER A
COMMUNICATION CONTAINS OR DOES NOT CONTAIN MATERIAL NON-PUBLIC INFORMATION WITH
RESPECT TO ANY OF THE LOAN PARTIES OR THEIR SECURITIES NOR SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES INCUR ANY LIABILITY TO ANY LOAN
PARTY, ANY LENDER PARTY OR ANY OTHER PERSON FOR ANY ACTION TAKEN BY THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES BASED UPON SUCH STATEMENT OR
DESIGNATION, INCLUDING ANY ACTION AS A RESULT OF WHICH RESTRICTING INFORMATION
IS PROVIDED TO A LENDER PARTY THAT MAY DECIDE NOT TO TAKE ACCESS TO RESTRICTING
INFORMATION.
NOTHING IN THIS SECTION 10.10 SHALL MODIFY OR LIMIT A LENDER
PARTY'S OBLIGATIONS UNDER SECTION 10.09 WITH REGARD TO COMMUNICATIONS AND THE
MAINTENANCE OF THE CONFIDENTIALITY OF OR OTHER TREATMENT OF INFORMATION.
(C)
EACH LENDER PARTY ACKNOWLEDGES THAT
CIRCUMSTANCES MAY ARISE THAT REQUIRE IT TO REFER TO COMMUNICATIONS THAT MIGHT
CONTAIN RESTRICTING INFORMATION.
ACCORDINGLY, EACH LENDER PARTY AGREES THAT IT
WILL NOMINATE AT LEAST ONE DESIGNEE TO RECEIVE COMMUNICATIONS (INCLUDING
RESTRICTING INFORMATION) ON ITS BEHALF AND IDENTIFY SUCH DESIGNEE (INCLUDING
SUCH DESIGNEE'S CONTACT INFORMATION) ON SUCH LENDER PARTY'S ADMINISTRATIVE
QUESTIONNAIRE.
EACH LENDER PARTY AGREES TO NOTIFY THE ADMINISTRATIVE AGENT FROM
TIME TO TIME OF SUCH LENDER PARTY'S DESIGNEE'S E-MAIL ADDRESS TO WHICH NOTICE OF
THE AVAILABILITY OF RESTRICTING INFORMATION MAY BE SENT BY ELECTRONIC
TRANSMISSION.
(D)
EACH LENDER PARTY ACKNOWLEDGES THAT
COMMUNICATIONS DELIVERED HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS MAY
CONTAIN RESTRICTING INFORMATION AND THAT SUCH COMMUNICATIONS ARE AVAILABLE TO
ALL LENDER PARTIES GENERALLY.
EACH LENDER PARTY THAT ELECTS NOT TO TAKE ACCESS
TO RESTRICTING INFORMATION DOES SO VOLUNTARILY AND, BY SUCH ELECTION,
ACKNOWLEDGES AND AGREES THAT THE ADMINISTRATIVE AGENT AND OTHER LENDER PARTIES
MAY HAVE ACCESS TO RESTRICTING INFORMATION THAT IS NOT AVAILABLE TO SUCH
ELECTING LENDER PARTY.
NONE OF THE ADMINISTRATIVE AGENT NOR ANY LENDER PARTY
WITH ACCESS TO RESTRICTING INFORMATION SHALL HAVE ANY DUTY TO DISCLOSE SUCH
RESTRICTING INFORMATION TO SUCH ELECTING LENDER PARTY OR TO USE SUCH RESTRICTING
INFORMATION ON BEHALF OF