BORROWER
OR ANY OF ITS SUBSIDIARIES PURSUANT TO OR IN CONNECTION WITH THE LOAN DOCUMENTS
OR (Y) OBTAINED BY SUCH LENDER BASED ON A REVIEW OF THE BOOKS AND RECORDS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES; PROVIDED THAT NOTHING HEREIN SHALL PREVENT
ANY LENDER FROM DISCLOSING ANY SUCH INFORMATION (I) TO ANY AGENT, ANY OTHER
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REPRESENTATIVE OR ANY OTHER LENDER, (II) TO ANY TRANSFEREE, OR PROSPECTIVE
TRANSFEREE OR ANY CREDITOR OR ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS
ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER AND ITS
OBLIGATIONS WHICH AGREES TO COMPLY WITH THE PROVISIONS OF THIS SUBSECTION (OR
WITH OTHER CONFIDENTIALITY PROVISIONS SATISFACTORY TO AND CONSENTED TO IN
WRITING BY THE BORROWER) PURSUANT TO A WRITTEN INSTRUMENT (OR ELECTRONICALLY
RECORDED AGREEMENT FROM ANY PERSON LISTED ABOVE IN THIS CLAUSE (II), WHICH
PERSON HAS BEEN APPROVED BY THE BORROWER (SUCH APPROVAL NOT BE UNREASONABLY
WITHHELD), IN RESPECT TO ANY ELECTRONIC INFORMATION (WHETHER POSTED OR OTHERWISE
DISTRIBUTED ON INTRALINKS OR ANY OTHER ELECTRONIC DISTRIBUTION SYSTEM)) FOR THE
BENEFIT OF THE BORROWER (IT BEING UNDERSTOOD THAT EACH RELEVANT LENDER SHALL BE
SOLELY RESPONSIBLE FOR OBTAINING SUCH INSTRUMENT (OR SUCH ELECTRONICALLY
RECORDED AGREEMENT)), (III) TO ITS AFFILIATES AND THE EMPLOYEES, OFFICERS,
DIRECTORS, AGENTS, ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS OF IT
AND ITS AFFILIATES, PROVIDED THAT SUCH LENDER SHALL INFORM EACH SUCH PERSON OF
THE AGREEMENT UNDER THIS SUBSECTION 10.16 AND TAKE REASONABLE ACTIONS TO CAUSE
COMPLIANCE BY ANY SUCH PERSON REFERRED TO IN THIS CLAUSE (III) WITH THIS
AGREEMENT (INCLUDING, WHERE APPROPRIATE, TO CAUSE ANY SUCH PERSON TO ACKNOWLEDGE
ITS AGREEMENT TO BE BOUND BY THE AGREEMENT UNDER THIS SUBSECTION 10.16),
(IV) UPON THE REQUEST OR DEMAND OF ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER SUCH LENDER OR ITS AFFILIATES OR TO THE EXTENT REQUIRED IN
RESPONSE TO ANY ORDER OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY OR AS SHALL
OTHERWISE BE REQUIRED PURSUANT TO ANY REQUIREMENT OF LAW, PROVIDED THAT SUCH
LENDER SHALL, UNLESS PROHIBITED BY ANY REQUIREMENT OF LAW, NOTIFY THE BORROWER
OF ANY DISCLOSURE PURSUANT TO THIS CLAUSE (IV) AS FAR IN ADVANCE AS IS
REASONABLY PRACTICABLE UNDER SUCH CIRCUMSTANCES, (V) WHICH HAS BEEN PUBLICLY
DISCLOSED OTHER THAN IN BREACH OF THIS AGREEMENT, (VI) IN CONNECTION WITH THE
EXERCISE OF ANY REMEDY HEREUNDER, UNDER ANY LOAN DOCUMENT OR UNDER ANY RELATED
INTEREST RATE AGREEMENT, (VII) IN CONNECTION WITH PERIODIC REGULATORY
EXAMINATIONS AND REVIEWS CONDUCTED BY THE NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS OR ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH LENDER
OR ITS AFFILIATES (TO THE EXTENT APPLICABLE), (VIII) IN CONNECTION WITH ANY
LITIGATION TO WHICH SUCH LENDER (OR, WITH RESPECT TO ANY INTEREST RATE
PROTECTION AGREEMENT, ANY AFFILIATE OF ANY LENDER PARTY THERETO) MAY BE A PARTY,
SUBJECT TO THE PROVISO IN CLAUSE (IV), AND (IX) IF, PRIOR TO SUCH INFORMATION
HAVING BEEN SO PROVIDED OR OBTAINED, SUCH INFORMATION WAS ALREADY IN AN AGENT'S
OR A LENDER'S POSSESSION ON A NON-CONFIDENTIAL BASIS WITHOUT A DUTY OF
CONFIDENTIALITY TO THE BORROWER (OR ANY