SECTION OR (II) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER
ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER; OR (I) TO THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY OTHER SIMILAR
ORGANIZATION.
IN ADDITION, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY
DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND INFORMATION ABOUT THIS AGREEMENT TO
MARKET DATA COLLECTORS, SIMILAR SERVICE PROVIDERS TO THE LENDING INDUSTRY, AND
SERVICE PROVIDERS TO THE ADMINISTRATIVE AGENT AND THE LENDERS IN CONNECTION WITH
THE ADMINISTRATION AND MANAGEMENT OF THIS AGREEMENT, THE OTHER LOAN
79
DOCUMENTS, THE COMMITMENTS, AND THE CREDIT EXTENSIONS.
FOR THE PURPOSES OF THIS
SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM ANY LOAN PARTY
RELATING TO ANY LOAN PARTY OR ITS BUSINESS, OTHER THAN ANY SUCH INFORMATION THAT
IS AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A NONCONFIDENTIAL
BASIS PRIOR TO DISCLOSURE BY ANY LOAN PARTY; PROVIDED THAT, IN THE CASE OF
INFORMATION RECEIVED IN WRITING FROM A LOAN PARTY AFTER THE DATE HEREOF, SUCH
INFORMATION IS CLEARLY IDENTIFIED IN WRITING AT THE TIME OF DELIVERY AS
CONFIDENTIAL.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF
INFORMATION AS PROVIDED IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED
WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF
CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD
ACCORD TO ITS OWN CONFIDENTIAL INFORMATION.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, "INFORMATION" SHALL NOT INCLUDE, AND THE ADMINISTRATIVE AGENT AND
EACH LENDER MAY DISCLOSE WITHOUT LIMITATION OF ANY KIND, ANY INFORMATION WITH
RESPECT TO THE "TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE
MEANING OF TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER
TAX ANALYSES) THAT ARE PROVIDED TO THE ADMINISTRATIVE AGENT OR SUCH LENDER
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE; PROVIDED THAT WITH RESPECT TO
ANY DOCUMENT OR SIMILAR ITEM THAT IN EITHER CASE CONTAINS INFORMATION CONCERNING
THE TAX TREATMENT OR TAX STRUCTURE OF THE TRANSACTION AS WELL AS OTHER
INFORMATION, THIS SENTENCE SHALL ONLY APPLY TO SUCH PORTIONS OF THE DOCUMENT OR
SIMILAR ITEM THAT RELATE TO THE TAX TREATMENT OR TAX STRUCTURE OF THE LOANS,
LETTERS OF CREDIT AND TRANSACTIONS CONTEMPLATED HEREBY.
10.09
SET-OFF. IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE LENDERS
PROVIDED BY LAW, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, EACH LENDER IS AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, WITHOUT
PRIOR NOTICE TO THE BORROWER OR ANY OTHER LOAN PARTY, ANY SUCH NOTICE BEING
WAIVED BY THE BORROWER (ON ITS OWN BEHALF AND ON BEHALF OF EACH LOAN PARTY) TO
THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD BY,
AND OTHER INDEBTEDNESS AT ANY TIME OWING BY, SUCH LENDER TO OR FOR THE CREDIT OR
THE ACCOUNT OF THE RESPECTIVE LOAN