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
100
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 BORROWER AND
PROVIDED TO IT BY THE BORROWER 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 BORROWER,
PROVIDED,
HOWEVER, THAT SUCH SOURCE IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT
WITH THE BORROWER 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 BORROWER IS PARTY OR IS DEEMED
PARTY WITH SUCH LENDER.
(H)
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.
ANY LENDER MAY