OR PROSPECTIVE COUNTERPARTY
(OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER
AND ITS OBLIGATIONS, OR (VII) TO THE EXTENT SUCH CONFIDENTIAL INFORMATION
(A) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS
SECTION OR (B) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY LENDER, ANY
AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A
SOURCE OTHER THAN THE BORROWER.
IN ADDITION, EACH AGENT AND EACH LENDER MAY
DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND THE INFORMATION ABOUT THIS
AGREEMENT TO MARKET DATA COLLECTORS, SIMILAR SERVICES PROVIDERS TO THE LENDING
INDUSTRY AND SERVICE PROVIDERS TO THE AGENTS AND THE LENDERS IN CONNECTION WITH
THE ADMINISTRATION AND MANAGEMENT OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(B)
EACH OF THE PARTIES HERETO AND EACH PARTY JOINING HEREAFTER AGREES
THAT NEITHER IT NOR ITS AFFILIATES WILL IN THE FUTURE ISSUE ANY PRESS RELEASES
OR OTHER PUBLIC DISCLOSURE USING THE NAME OF ANY LENDER OR ITS AFFILIATES OR
REFERRING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WITHOUT
85
AT LEAST 2 BUSINESS DAYS' PRIOR NOTICE TO SUCH LENDER AND WITHOUT THE PRIOR
WRITTEN CONSENT OF SUCH LENDER OR UNLESS (AND ONLY TO THE EXTENT THAT) SUCH
PARTY OR AFFILIATE IS REQUIRED TO DO SO UNDER LAW AND THEN, IN ANY EVENT, SUCH
PARTY OR AFFILIATE WILL CONSULT WITH THE BORROWER, THE ADMINISTRATIVE AGENT AND
SUCH LENDER BEFORE ISSUING SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE.
EACH
PARTY CONSENTS TO THE PUBLICATION BY THE AGENTS OR ANY LENDER OF A TOMBSTONE OR
SIMILAR ADVERTISING MATERIAL RELATING TO THE FINANCING TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
THE AGENTS RESERVE THE RIGHT TO PROVIDE TO INDUSTRY TRADE
ORGANIZATIONS SUCH NECESSARY AND CUSTOMARY INFORMATION NEEDED FOR INCLUSION IN
LEAGUE TABLE MEASUREMENTS.
(C)
CERTAIN OF THE LENDERS MAY ENTER INTO THIS AGREEMENT AND TAKE OR
NOT TAKE ACTION HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS ON THE BASIS OF
INFORMATION THAT DOES NOT CONTAIN MATERIAL NON-PUBLIC INFORMATION WITH RESPECT
TO ANY OF THE LOAN PARTIES OR THEIR SECURITIES ("RESTRICTING INFORMATION").
OTHER LENDERS MAY ENTER INTO THIS AGREEMENT AND TAKE OR NOT TAKE ACTION
HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS ON THE BASIS OF INFORMATION THAT MAY
CONTAIN RESTRICTING INFORMATION.
EACH LENDER ACKNOWLEDGES THAT UNITED STATES
FEDERAL AND STATE SECURITIES LAWS PROHIBIT ANY PERSON FROM PURCHASING OR SELLING
SECURITIES ON THE BASIS OF MATERIAL, NON-PUBLIC INFORMATION CONCERNING THE SUCH
ISSUER OF SUCH SECURITIES OR, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, FROM
COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON.
NEITHER THE ADMINISTRATIVE
AGENT NOR ANY OF ITS AGENT-RELATED PERSONS SHALL, BY MAKING ANY COMMUNICATIONS
(INCLUDING RESTRICTING INFORMATION) AVAILABLE TO A LENDER, BY PARTICIPATING IN
ANY CONVERSATIONS OR OTHER INTERACTIONS WITH A LENDER OR OTHERWISE, MAKE OR BE
DEEMED TO MAKE ANY STATEMENT WITH REGARD TO OR OTHERWISE WARRANT THAT ANY SUCH
INFORMATION OR COMMUNICATION DOES OR DOES NOT CONTAIN RESTRICTING INFORMATION
NOR SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AGENT-RELATED PERSONS BE
RESPONSIBLE OR LIABLE