to have jurisdiction over such Lender or to the Federal
Reserve Board, the Federal Deposit Insurance Corporation, the NAIC or similar
organizations (whether in the United States or elsewhere) or their successors,
(e) as may be required or reasonably appropriate in response to any summons or
subpoena or in connection with any litigation (in which case such Lender shall
promptly notify the Corporation in advance, to the extent practicable and
permitted by law), (f) in order to comply with any Requirement of Law applicable
to such Lender (in which case (other than in the case of regulatory examinations
or audits by a regulatory or Governmental Authority) such Lender shall promptly
notify the Corporation in advance, to the extent practicable and permitted by
law), (g) to any Agent or any other Lender, (h) to any direct or indirect
contractual counterparties in swap agreements or such contractual
counterparties' professional advisors; provided that such contractual
counterparty or professional advisor to such contractual counterparty agrees in
writing to keep such information confidential to the same extent required of the
Lenders thereunder, (i) to any prospective or actual transferee or participant
in connection with any contemplated transfer or participation of any of the
Notes or Commitments or any interest therein by such Lender, provided that such
prospective transferee shall have agreed to be subject to the provisions of this
Section 13.17(a) or a separate confidentiality agreement at least as restrictive
as the provisions of this Section 13.17(a) and (j) in connection with the
exercise of remedies relating to this Agreement.
(b) Each of the Borrowers hereby acknowledges and agrees that each Lender may,
in connection with the Transaction or the participation of such Lender pursuant
to this Agreement and the other Credit Documents, share with any of its
affiliates any information related to the Corporation or any of its Subsidiaries
(including, without limitation, any non-public customer information regarding
the creditworthiness of the Corporation and its Subsidiaries, provided such
Persons shall be subject to the provisions of this Section 13.17 to the same
extent as such Lender).
(c) EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS
AND THEIR RELATED PARTIES 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.
-153-
(d) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
THE BORROWERS 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 BORROWERS AND THEIR RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO
THE BORROWERS 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.
13.18