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.
88
(E)
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 LENDER
MAY DISCLOSE SUCH INFORMATION (A) AT THE REQUEST OR PURSUANT TO ANY REQUIREMENT
OF ANY GOVERNMENTAL AUTHORITY TO WHICH SUCH LENDER IS SUBJECT OR IN CONNECTION
WITH AN EXAMINATION OF SUCH LENDER BY ANY SUCH AUTHORITY; (B) PURSUANT TO
SUBPOENA OR OTHER COURT PROCESS; (C) WHEN REQUIRED TO DO SO IN ACCORDANCE WITH
THE PROVISIONS OF ANY APPLICABLE REQUIREMENT OF LAW; (D) TO THE EXTENT
REASONABLY REQUIRED IN CONNECTION WITH ANY LITIGATION OR PROCEEDING TO WHICH THE
ADMINISTRATIVE AGENT, ANY LENDER OR THEIR RESPECTIVE AFFILIATES MAY BE PARTY;
(E) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY
REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; (F) TO SUCH LENDER'S
INDEPENDENT AUDITORS AND OTHER PROFESSIONAL ADVISORS; (G) TO ANY AFFILIATE OF
SUCH LENDER, OR TO ANY PARTICIPANT OR ASSIGNEE, ACTUAL OR POTENTIAL, PROVIDED
THAT SUCH AFFILIATE, PARTICIPANT OR ASSIGNEE AGREES TO KEEP SUCH INFORMATION
CONFIDENTIAL TO THE SAME EXTENT REQUIRED OF THE LENDERS HEREUNDER; AND (H) AS TO
ANY LENDER, AS EXPRESSLY PERMITTED UNDER THE TERMS OF ANY OTHER DOCUMENT OR
AGREEMENT REGARDING CONFIDENTIALITY TO WHICH THE COMPANY IS PARTY OR IS DEEMED
PARTY WITH SUCH LENDER.
(F)
NOTWITHSTANDING ANY OTHER PROVISION IN
THIS AGREEMENT, ANY LENDER MAY AT ANY TIME CREATE A SECURITY INTEREST IN, OR
PLEDGE, ALL OR ANY PORTION OF ITS RIGHTS UNDER AND INTEREST IN THIS AGREEMENT
AND THE NOTES HELD BY IT IN FAVOR OF ANY FEDERAL RESERVE LENDER IN ACCORDANCE
WITH REGULATION A OF THE FRB OR U.S. TREASURY REGULATION 31 CFR §203.14, AND
SUCH FEDERAL RESERVE LENDER MAY ENFORCE SUCH PLEDGE OR SECURITY INTEREST IN ANY
MANNER PERMITTED UNDER APPLICABLE LAW.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 11.8(E) OR ANY OTHER PROVISION OF