NOT SPECIFICALLY IDENTIFIED AS
"CONFIDENTIAL", TOGETHER WITH ANALYSES, COMPILATIONS OR OTHER MATERIALS PREPARED
BY THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AUDITORS, ATTORNEYS, CONSULTANTS
OR ADVISORS TO THE PARTIES HERETO WHICH MAY CONTAIN OR OTHERWISE REFLECT SUCH
INFORMATION (COLLECTIVELY, THE "INFORMATION") BUT IN ANY EVENT MAY MAKE
DISCLOSURE: (A) TO ANY OF THEIR RESPECTIVE AFFILIATES (PROVIDED THEY SHALL AGREE
TO KEEP SUCH INFORMATION CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THIS
SECTION); (B) AS REASONABLY REQUESTED BY ANY BONA FIDE ASSIGNEE, PARTICIPANT OR
OTHER TRANSFEREE IN CONNECTION WITH THE CONTEMPLATED TRANSFER OF ANY LOAN OR
PARTICIPATIONS THEREIN AS PERMITTED HEREUNDER (PROVIDED THEY SHALL AGREE TO KEEP
SUCH INFORMATION CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THIS SECTION);
(C) AS REQUIRED OR REQUESTED BY ANY GOVERNMENTAL AUTHORITY OR REPRESENTATIVE
THEREOF; (D) PURSUANT TO LEGAL PROCESS OR IN CONNECTION WITH ANY LEGAL
PROCEEDINGS; (E) TO THE ADMINISTRATIVE AGENT'S OR SUCH LENDER'S INDEPENDENT
AUDITORS AND OTHER PROFESSIONAL ADVISORS (PROVIDED THEY SHALL BE NOTIFIED OF THE
CONFIDENTIAL NATURE OF THE INFORMATION); (E) AFTER THE HAPPENING AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO ANY OTHER PERSON, IN CONNECTION WITH THE
EXERCISE BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF RIGHTS HEREUNDER OR UNDER
ANY OF THE OTHER LOAN DOCUMENTS; AND (F) TO THE EXTENT SUCH INFORMATION
(X) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS
SECTION OR (Y) BECOMES AVAILABLE TO THE COLLATERAL AGENT, THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY FRONTING LENDER ON A NONCONFIDENTIAL BASIS FROM A
SOURCE OTHER THAN THE BORROWER OR ANY AFFILIATE OF THE BORROWER WHICH SOURCE, TO
THE KNOWLEDGE OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER OR
ANY FRONTING LENDER, IS NOT PROHIBITED FROM DISCLOSING SUCH INFORMATION PURSUANT
TO A CONTRACTUAL, LEGAL OR FIDUCIARY OBLIGATION TO THE BORROWER OR A THIRD
PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN OR IN ANY
OTHER WRITTEN OR ORAL UNDERSTANDING OR AGREEMENT TO WHICH THE PARTIES HERETO ARE
PARTIES OR BY WHICH THEY ARE BOUND, THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT (I) ANY OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN AND THEREIN DO NOT
APPLY AND HAVE NOT APPLIED FROM THE COMMENCEMENT OF DISCUSSIONS BETWEEN THE
PARTIES TO THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS (AND ANY RELATED TRANSACTIONS OR ARRANGEMENTS), AND (II)
EACH PARTY (AND EACH OF ITS EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS) MAY
DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX
TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE, ALL WITHIN THE MEANING OF TREASURY REGULATIONS SECTION 1.6011-4;
PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT IN
EITHER CASE CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AS WELL AS OTHER
INFORMATION, THIS SENTENCE SHALL ONLY APPLY