PORTFOLIO IN CONNECTION WITH RATINGS ISSUED WITH
RESPECT TO SUCH LENDER OR ITS AFFILIATES, OR (J) TO THE EXTENT SUCH PERSON IS AN
EXPORT CREDIT AGENCY AND IS REQUIRED TO DISCLOSE SUCH INFORMATION BY ITS
DISCLOSURE POLICY.
FOR PURPOSES OF THIS SECTION, "INFORMATION" MEANS ALL
INFORMATION RECEIVED FROM BORROWER OR ANY OF ITS SUBSIDIARIES RELATING TO
BORROWER, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE BUSINESSES, OTHER THAN ANY
SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON
A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY BORROWER, PROVIDED THAT, IN THE
CASE OF INFORMATION RECEIVED FROM BORROWER AFTER THE CLOSING DATE, SUCH
INFORMATION IS CLEARLY IDENTIFIED 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
49
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 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, ANY SUCH NOTICE BEING WAIVED BY THE
BORROWER 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 BORROWER AGAINST ANY AND ALL OBLIGATIONS OWING
TO SUCH LENDER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, NOW OR HEREAFTER
EXISTING, IRRESPECTIVE OF WHETHER OR NOT THE ADMINISTRATIVE AGENT OR SUCH LENDER
SHALL HAVE MADE DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
ALTHOUGH SUCH OBLIGATIONS MAY BE CONTINGENT OR UNMATURED OR DENOMINATED IN A
CURRENCY DIFFERENT FROM THAT OF THE APPLICABLE DEPOSIT OR INDEBTEDNESS.
EACH
LENDER AGREES PROMPTLY TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT AFTER
ANY SUCH SET-OFF