SUCH PERSON HAS AGREED TO PRESERVE THE
CONFIDENTIALITY OF SUCH MATERIAL.
NOTWITHSTANDING THE FOREGOING, THE COMPANY
AND THE CANADIAN COMPANY AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT
OR ASSIGNEE (EACH, A "TRANSFEREE") AND TO ANY PROSPECTIVE TRANSFEREE, SUCH
FINANCIAL AND OTHER INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE
COMPANY OR ITS SUBSIDIARIES WHICH HAS BEEN DELIVERED TO ANY AGENT OR ANY LENDER
PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO ANY AGENT OR ANY
LENDER BY THE COMPANY OR THE CANADIAN COMPANY IN CONNECTION WITH THE LENDERS'
CREDIT EVALUATION OF THE COMPANY OR THE CANADIAN COMPANY PRIOR TO ENTERING INTO
THIS AGREEMENT; PROVIDED, THAT, UNLESS OTHERWISE AGREED BY THE COMPANY AND THE
CANADIAN
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COMPANY, SUCH TRANSFEREE AGREES IN WRITING TO SUCH LENDER TO KEEP SUCH
INFORMATION CONFIDENTIAL TO THE SAME EXTENT REQUIRED OF THE LENDERS HEREUNDER.
IN THE EVENT THAT ANY AGENT OR LENDER OR ANY RECIPIENT OF NONPUBLIC INFORMATION
OBTAINED PURSUANT TO CLAUSE (E) ABOVE IS REQUIRED OR REQUESTED TO DISCLOSE ANY
CONFIDENTIAL INFORMATION PURSUANT TO CLAUSES (A)-(D) ABOVE, SUCH RECIPIENT SHALL
GIVE THE COMPANY AND THE CANADIAN COMPANY PROMPT PRIOR WRITTEN NOTICE OF SUCH
REQUIREMENT OR REQUEST SO THAT THE COMPANY OR THE CANADIAN COMPANY MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER, AND, AT THE EXPENSE OF THE COMPANY OR THE CANADIAN
COMPANY, SUCH RECIPIENT SHALL COOPERATE WITH THE COMPANY OR THE CANADIAN COMPANY
IN ANY PROCEEDINGS TO OBTAIN SUCH A PROTECTIVE ORDER TO THE EXTENT SUCH
COOPERATION IS NECESSARY TO OBTAIN SUCH PROTECTIVE ORDER AND TO THE EXTENT THE
RECIPIENT DETERMINES ITS COOPERATION WILL NOT BE DISADVANTAGEOUS TO IT.
IN THE
ABSENCE OF A PROTECTIVE ORDER, IF THE RECIPIENT IS NONETHELESS COMPELLED OR
REQUIRED TO DISCLOSE SUCH CONFIDENTIAL INFORMATION IN THE OPINION OF ITS LEGAL
COUNSEL, IT MAY DISCLOSE SUCH CONFIDENTIAL INFORMATION, PROVIDED THAT THE
RECIPIENT SHALL GIVE THE COMPANY AND THE CANADIAN COMPANY WRITTEN NOTICE OF THE
CONFIDENTIAL INFORMATION TO BE DISCLOSED AS FAR IN ADVANCE OF THE DISCLOSURE AS
IS PRACTICABLE AND, UPON THE REQUEST AND AT THE EXPENSE OF THE COMPANY OR THE
CANADIAN COMPANY, SHALL USE ITS REASONABLE EFFECTS TO OBTAIN ASSURANCES THAT
CONFIDENTIAL TREATMENT SHALL BE ACCORDED SUCH INFORMATION BY THE RECEIVING
PARTY.
(F)
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY, ANY LENDER MAY ASSIGN ALL OR ANY
PORTION OF THE LOANS OR REVOLVING NOTES HELD BY IT TO ANY FEDERAL RESERVE BANK
OR THE UNITED STATES TREASURY AS COLLATERAL SECURITY PURSUANT TO REGULATION A OF
THE FEDERAL RESERVE BOARD AND ANY OPERATING CIRCULAR ISSUED BY SUCH FEDERAL
RESERVE BANK, PROVIDED, THAT ANY PAYMENT IN RESPECT OF SUCH ASSIGNED LOANS OR
REVOLVING NOTES MADE BY THE COMPANY TO OR FOR THE ACCOUNT OF THE ASSIGNING OR
PLEDGING LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT SHALL SATISFY THE
COMPANY'S OBLIGATIONS HEREUNDER IN RESPECT TO SUCH ASSIGNED LOANS OR REVOLVING
NOTES TO THE EXTENT OF SUCH PAYMENT.
NO SUCH ASSIGNMENT SHALL RELEASE THE
ASSIGNING LENDER FROM ITS OBLIGATIONS HEREUNDER.