IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN
INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS UNDER THE LAWS OF THE UNITED STATES OR ANY
STATE THEREOF.
IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS SECTION, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY PROCESSING FEE
THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY LOANS TO THE GRANTING
BANK OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY THE ADMINISTRATIVE AGENT)
PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPC TO
SUPPORT THE FUNDING OR MAINTENANCE OF LOANS AND (II) DISCLOSE ON A CONFIDENTIAL
BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS LOANS TO ANY RATING AGENCY,
COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT OR
LIQUIDITY ENHANCEMENT TO SUCH SPC.
THIS SECTION MAY NOT BE AMENDED WITHOUT THE
WRITTEN CONSENT OF THE SPC.
(I)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT,
EACH LENDER, ON BEHALF OF ITSELF AND ITS APPROVED FUNDS, EFFECTIVE ON AND AS OF
THE DATE ON WHICH IT BECOMES A LENDER EITHER AS A RESULT OF EXECUTING THIS
AGREEMENT OR PURSUANT TO THIS SECTION 8.07, HEREBY RELEASES AND FOREVER
DISCHARGES THE BORROWER AND CREDIT SUISSE FIRST BOSTON (IN ITS INDIVIDUAL
CAPACITY AND AS ADMINISTRATIVE AGENT UNDER THE EXISTING CREDIT AGREEMENT), AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND
AFFILIATES FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS,
OBLIGATIONS, AND LIABILITIES OF EVERY NATURE AND REASON IN ANY WAY ARISING OUT
OF OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ANY CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, OBLIGATIONS, OR
LIABILITIES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, SECTION 2.7 OR 9.1 OF
THE EXISTING CREDIT AGREEMENT).
EACH SUCH LENDER FURTHER REPRESENTS AND
WARRANTS TO THE BORROWER AND CREDIT SUISSE FIRST BOSTON THAT ANY APPROVED FUND
OF SUCH LENDER, IF ANY, WHICH WAS A PARTY TO THE EXISTING CREDIT AGREEMENT HAS
EXECUTED AND DELIVERED TO THE BORROWER A WRITTEN RELEASE CONSISTENT WITH THE
TERMS OF THE IMMEDIATELY PRECEDING SENTENCE.
SECTION 8.08.
CONFIDENTIALITY.
NEITHER THE ADMINISTRATIVE AGENT NOR
ANY LENDER SHALL DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON
WITHOUT THE CONSENT OF THE BORROWER OTHER THAN (A) TO THE ADMINISTRATIVE AGENT'S
OR SUCH LENDER'S AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
ADVISORS AND, AS CONTEMPLATED BY SECTION 8.07(F), TO ACTUAL OR PROSPECTIVE
ASSIGNEES AND PARTICIPANTS, AND TO PLEDGEES REFERRED TO IN SECTION 8.07(G), AND
THEN ONLY ON A CONFIDENTIAL BASIS, (B) AS REQUIRED BY ANY LAW, RULE OR
REGULATION OR JUDICIAL PROCESS AND (C) AS REQUESTED OR REQUIRED BY ANY STATE,
FEDERAL OR FOREIGN AUTHORITY OR EXAMINER REGULATING BANKS OR BANKING.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY PARTY HERETO (AND ANY
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