ON CAPITAL,
OR CEASE TO HAVE THE CONSEQUENCES SPECIFIED IN SECTION 3.02, OR CEASE TO RESULT
IN AMOUNTS BEING PAYABLE UNDER SECTION 3.04, AS THE CASE MAY BE (INCLUDING AS A
RESULT OF ANY ACTION TAKEN BY SUCH LENDER OR THE L/C ISSUER PURSUANT TO SECTION
3.06), OR IF SUCH LENDER OR THE L/C ISSUER SHALL WAIVE ITS RIGHT TO CLAIM
FURTHER COMPENSATION UNDER SECTION 3.01 IN RESPECT OF SUCH CIRCUMSTANCES OR
EVENT OR SHALL WITHDRAW ITS NOTICE UNDER SECTION 3.02 OR SHALL WAIVE ITS RIGHT
TO FURTHER PAYMENTS UNDER SECTION 3.04 IN RESPECT OF SUCH CIRCUMSTANCES OR
EVENT, AS THE CASE MAY BE, THEN SUCH LENDER OR THE L/C ISSUER SHALL NOT
THEREAFTER BE REQUIRED TO MAKE ANY SUCH TRANSFER AND ASSIGNMENT HEREUNDER.
IN
CONNECTION WITH ANY SUCH REPLACEMENT, IF THE REPLACED LENDER DOES NOT EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT A DULY COMPLETED ASSIGNMENT AND
ASSUMPTION REFLECTING SUCH REPLACEMENT WITHIN FIVE BUSINESS DAYS OF THE DATE ON
WHICH THE REPLACEMENT LENDER EXECUTES AND DELIVERS SUCH ASSIGNMENT AND
ASSUMPTION TO THE REPLACED LENDER, THEN SUCH REPLACED LENDER SHALL BE DEEMED TO
HAVE EXECUTED AND DELIVERED SUCH ASSIGNMENT AND ASSUMPTION.
THIS SECTION
10.06(K) SHALL SUPERSEDE ANY PROVISION OF SECTION 2.13 TO THE CONTRARY.
10.07
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY..
EACH OF THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER AGREES TO MAINTAIN THE
CONFIDENTIALITY OF THE INFORMATION, EXCEPT THAT INFORMATION MAY BE DISCLOSED
(A) TO ITS AFFILIATES AND TO ITS AFFILIATES' RESPECTIVE PARTNERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ADVISORS, TRUSTEES AND REPRESENTATIVES (IT BEING
UNDERSTOOD THAT THE PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE INFORMED OF
THE CONFIDENTIAL NATURE OF SUCH INFORMATION AND INSTRUCTED TO KEEP SUCH
INFORMATION CONFIDENTIAL); (B) TO THE EXTENT REQUESTED BY ANY REGULATORY
AUTHORITY PURPORTING TO HAVE JURISDICTION OVER IT; (C) TO THE EXTENT
REQUIRED
BY APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS
(IN WHICH CASE SUCH PERSON AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW OR
SUCH COMPULSORY LEGAL PROCESS, TO USE COMMERCIALLY REASONABLE EFFORTS TO INFORM
THE BORROWER THEREOF PRIOR TO SUCH DISCLOSURE); (D) TO ANY OTHER PARTY TO THIS
AGREEMENT; (E) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR ANY
SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF
RIGHTS HEREUNDER; (F) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS
SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION 10.07, TO (I) ANY PERMITTED
ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE PERMITTED ASSIGNEE OF OR
PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR (II)
ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTY OR PROSPECTIVE COUNTERPARTY (OR
SUCH CONTRACTUAL COUNTERPARTY'S OR PROSPECTIVE COUNTERPARTY'S PROFESSIONAL
ADVISOR) TO ANY CREDIT DERIVATIVE TRANSACTION RELATING TO OBLIGATIONS OF THE
LOAN PARTIES; (G) WITH THE CONSENT OF THE BORROWER; (H) TO THE EXTENT SUCH
INFORMATION (I) IS OR BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A
BREACH OF THIS SECTION 10.07 OR (II) IS OR BECOMES AVAILABLE TO THE
ADMINISTRATIVE AGENT, ANY LENDER, THE