LENDER MAY DISCLOSE SUCH INFORMATION (A) AT
THE REQUEST OR PURSUANT TO ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY TO
WHICH SUCH LENDER IS SUBJECT OR IN CONNECTION WITH AN EXAMINATION OF SUCH LENDER
BY ANY SUCH AUTHORITY; (B) PURSUANT TO SUBPOENA OR OTHER COURT PROCESS; (C) WHEN
REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF ANY APPLICABLE
REQUIREMENT OF LAW; (D) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH ANY
LITIGATION OR PROCEEDING TO WHICH THE ADMINISTRATIVE AGENT, ANY LENDER OR THEIR
RESPECTIVE AFFILIATES MAY BE PARTY; (E) TO THE EXTENT REASONABLY REQUIRED IN
CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT; (F) TO SUCH LENDER'S INDEPENDENT AUDITORS AND OTHER PROFESSIONAL
ADVISORS; (G) TO ANY AFFILIATE OF SUCH LENDER, OR TO ANY PARTICIPANT OR
ASSIGNEE, ACTUAL OR POTENTIAL, PROVIDED THAT SUCH AFFILIATE, PARTICIPANT OR
ASSIGNEE AGREES TO KEEP SUCH INFORMATION CONFIDENTIAL TO THE SAME EXTENT
REQUIRED OF THE LENDERS HEREUNDER, AND (H) AS TO ANY LENDER, AS EXPRESSLY
PERMITTED UNDER THE TERMS OF ANY OTHER DOCUMENT OR AGREEMENT REGARDING
CONFIDENTIALITY TO WHICH THE COMPANY IS PARTY OR IS DEEMED PARTY WITH SUCH
LENDER.
84
(H)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ANY LENDER
MAY AT ANY TIME CREATE A SECURITY INTEREST IN, OR PLEDGE, ALL OR ANY PORTION OF
ITS RIGHTS UNDER AND INTEREST IN THIS AGREEMENT AND THE NOTES HELD BY IT IN
FAVOR OF ANY FEDERAL RESERVE LENDER IN ACCORDANCE WITH REGULATION A OF THE FRB
OR U.S. TREASURY REGULATION 31 CFR §203.14, AND SUCH FEDERAL RESERVE LENDER MAY
ENFORCE SUCH PLEDGE OR SECURITY INTEREST IN ANY MANNER PERMITTED UNDER
APPLICABLE LAW.
ANY LENDER MAY AT ANY TIME ASSIGN ALL OR ANY PORTION OF ITS
RIGHTS UNDER THIS AGREEMENT TO SECURE EXTENSIONS OF CREDIT TO SUCH LENDER OR IN
SUPPORT OF OBLIGATIONS OWED BY SUCH LENDER; PROVIDED, HOWEVER, THAT NO SUCH
ASSIGNMENT SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR
SUBSTITUTE ANY SUCH ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.8(G) OR
ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY PARTY
HERETO OR THERETO (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF SUCH
PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE
TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED HEREIN AND
THEREIN AND ALL MATERIALS OF ANY KIND IN EACH CASE WITHIN THE MEANING OF UNITED
STATES TREASURY REGULATION SECTION 1.6011-4 (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM
THAT IN EITHER CASE CONTAINS INFORMATION CONCERNING TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS WELL AS OTHER
INFORMATION, THIS SECTION 11.8(I) SHALL ONLY APPLY TO SUCH PORTIONS OF THE
DOCUMENT OR SIMILAR ITEM THAT RELATE TO SUCH TAX TREATMENT OR TAX STRUCTURE.
11.9
Interest.
It is the