THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AS THESE TERMS ARE USED IN
SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR PROVISION) OF THE TREASURY REGULATIONS
(THE "CONFIDENTIALITY REGULATION") PROMULGATED UNDER SECTION 6011 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED); AND EACH PARTY HERETO (AND ANY
EMPLOYEE, REPRESENTATIVE, OR AGENT OF ANY PARTY HERETO) MAY DISCLOSE TO ANY AND
ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE "TAX STRUCTURE'' AND "TAX
TREATMENT" OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AS THESE TERMS
ARE DEFINED IN THE CONFIDENTIALITY REGULATION).
IN ADDITION, EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO ANY TAX MATTER OR
TAX IDEA RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
9.12.
LENDERS NOT UTILIZING PLAN ASSETS.
EACH LENDER AND DESIGNATED
LENDER REPRESENTS AND WARRANTS THAT NONE OF THE CONSIDERATION USED BY SUCH
LENDER OR DESIGNATED LENDER TO MAKE ITS LOANS CONSTITUTES FOR ANY PURPOSE OF
ERISA OR SECTION 4975 OF THE CODE ASSETS OF ANY "PLAN" AS DEFINED IN
SECTION 3(3) OF ERISA OR SECTION 4975 OF THE CODE AND THE RIGHTS AND INTERESTS
OF SUCH LENDER OR DESIGNATED LENDER IN AND UNDER THE LOAN DOCUMENTS SHALL NOT
CONSTITUTE SUCH "PLAN ASSETS" UNDER ERISA.
9.13.
NONRELIANCE.
EACH LENDER HEREBY REPRESENTS THAT IT IS NOT RELYING
ON OR LOOKING TO ANY MARGIN STOCK (AS DEFINED IN REGULATION U) AS COLLATERAL IN
THE EXTENSION OR MAINTENANCE OF THE CREDIT PROVIDED FOR HEREIN.
9.14.
DISCLOSURE.
THE BORROWER, THE PARENT AND EACH LENDER, INCLUDING
THE LC ISSUERS, HEREBY ACKNOWLEDGE AND AGREE THAT EACH LENDER AND/OR ITS
AFFILIATES FROM TIME TO TIME MAY HOLD INVESTMENTS IN, MAKE OTHER LOANS TO OR
HAVE OTHER RELATIONSHIPS WITH THE BORROWER AND ITS AFFILIATES.
9.15.
PERFORMANCE OF OBLIGATIONS.
EACH OF THE PARENT AND THE BORROWER
AGREES THAT THE AGENT MAY, BUT SHALL HAVE NO OBLIGATION TO (I) AT ANY TIME, PAY
OR DISCHARGE TAXES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES LEVIED OR
PLACED ON ANY COLLATERAL TO THE EXTENT THE SAME WOULD CONSTITUTE A DEFAULT
HEREUNDER IF ACTUALLY LEVIED OR IMPOSED AND (II) AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF A DEFAULT MAKE ANY PAYMENT OR PERFORM ANY ACT REQUIRED OF THE
PARENT, THE BORROWER OR ANY SUBSIDIARY UNDER ANY LOAN DOCUMENT OR TAKE ANY OTHER
ACTION WHICH THE AGENT IN ITS DISCRETION DEEMS NECESSARY OR DESIRABLE TO PROTECT
OR PRESERVE THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY ACTION TO (X)
EFFECT ANY REPAIRS OR OBTAIN ANY INSURANCE CALLED FOR BY THE TERMS OF ANY OF THE
LOAN DOCUMENTS AND TO PAY ALL OR ANY PART OF THE PREMIUMS THEREFOR AND THE COSTS
THEREOF AND (Y) PAY ANY RENTS PAYABLE BY THE PARENT, THE BORROWER OR ANY
SUBSIDIARY WHICH ARE MORE THAN 30 DAYS PAST DUE, OR AS TO WHICH THE LANDLORD HAS
GIVEN NOTICE OF TERMINATION, UNDER ANY LEASE.
THE AGENT SHALL USE ITS BEST
EFFORTS TO GIVE THE BORROWER NOTICE OF ANY ACTION TAKEN UNDER THIS SECTION 9.15
PRIOR TO THE TAKING OF SUCH ACTION OR PROMPTLY THEREAFTER PROVIDED THE FAILURE
TO