PARTICIPATING
INTERESTS IN ANY LOANS, THE COMMITMENT OF THAT LENDER, IF ANY, AND THE OTHER
INTERESTS OF THAT LENDER (THE "ORIGINATING LENDER") HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT
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(I) THE ORIGINATING LENDER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN
UNCHANGED, THE ORIGINATING LENDER SHALL REMAIN A LENDER FOR ALL PURPOSES HEREOF
AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH ORIGINATING LENDER IS A PARTY, AND
THE PARTICIPANT MAY NOT BECOME A LENDER FOR PURPOSES HEREOF OR FOR ANY OTHER OF
THE LOAN DOCUMENTS, (II) THE ORIGINATING LENDER SHALL REMAIN SOLELY RESPONSIBLE
FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE COMPANY AND THE
ADMINISTRATIVE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE
ORIGINATING LENDER IN CONNECTION WITH THE ORIGINATING LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (IV) NO
LENDER SHALL TRANSFER OR GRANT ANY PARTICIPATING INTEREST UNDER WHICH THE
PARTICIPANT HAS RIGHTS TO APPROVE ANY AMENDMENT TO, OR ANY CONSENT OR WAIVER
WITH RESPECT TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, EXCEPT TO THE EXTENT
SUCH AMENDMENT, CONSENT OR WAIVER WOULD REQUIRE UNANIMOUS CONSENT OF THE
LENDERS. IN THE CASE OF ANY SUCH PARTICIPATION, THE PARTICIPANT SHALL NOT HAVE
ANY RIGHTS UNDER THIS AGREEMENT, OR ANY OF THE OTHER LOAN DOCUMENTS (THE
PARTICIPANT'S RIGHTS AGAINST THE ORIGINATING LENDER IN RESPECT OF SUCH
PARTICIPATION BEING THOSE SET FORTH IN THE AGREEMENT CREATING OR EVIDENCING SUCH
PARTICIPATION WITH SUCH LENDER), AND ALL AMOUNTS PAYABLE BY THE COMPANY
HEREUNDER SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT SOLD SUCH PARTICIPATION;
EXCEPT THAT, IF AMOUNTS OUTSTANDING UNDER THIS AGREEMENT ARE DUE AND UNPAID, OR
SHALL HAVE BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL BE DEEMED TO HAVE THE
RIGHT OF SET OFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER
THIS AGREEMENT TO THE SAME EXTENT AS IF THE AMOUNT OF ITS PARTICIPATING INTEREST
WERE OWING DIRECTLY TO IT AS A LENDER UNDER THIS AGREEMENT.
(G)
EACH LENDER AGREES TO TAKE NORMAL AND REASONABLE PRECAUTIONS AND
EXERCISE DUE CARE TO MAINTAIN THE CONFIDENTIALITY OF ALL INFORMATION IDENTIFIED
AS "CONFIDENTIAL" OR "SECRET"
BY THE COMPANY AND PROVIDED TO IT BY THE COMPANY
OR ANY OF ITS SUBSIDIARIES, OR BY THE ADMINISTRATIVE AGENT ON SUCH COMPANY'S OR
SUBSIDIARY'S BEHALF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, AND NEITHER IT NOR ANY OF ITS AFFILIATES SHALL USE ANY SUCH
INFORMATION OTHER THAN IN CONNECTION WITH OR IN ENFORCEMENT OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, EXCEPT TO THE EXTENT SUCH INFORMATION (I) WAS OR
BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE
BY SUCH LENDER, OR (II) WAS OR BECOMES AVAILABLE ON A NON CONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE COMPANY, PROVIDED,
HOWEVER, THAT SUCH SOURCE IS
NOT BOUND BY A CONFIDENTIALITY AGREEMENT WITH THE COMPANY KNOWN TO THE LENDER;
PROVIDED FURTHER, HOWEVER, THAT ANY