ACCORDANCE WITH APPLICABLE UNITED STATES
LAWS AND REGULATIONS AND AMENDMENTS DULY EXECUTED AND COMPLETED BY SUCH
PARTICIPANT OR PURCHASING LENDER, AND TO COMPLY FROM TIME TO TIME WITH ALL
APPLICABLE UNITED STATES LAWS AND REGULATIONS WITH REGARD TO SUCH WITHHOLDING
TAX EXEMPTION.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
SECTION 9.11, (I) ANY LENDER MAY SELL TO ANY OF ITS AFFILIATES ALL OR ANY PART
OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE NOTES, (II) ANY
LENDER MAY CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE LOANS OWING TO IT AND THE
NOTES HELD BY IT) IN FAVOR OF THE FEDERAL RESERVE BANK IN ACCORDANCE WITH
REGULATION A OF THE F.R.S. BOARD, AND (III) UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ANY LENDER MAY SELL TO ANY PURCHASING LENDER
ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE
NOTES, IN THE CASE OF CLAUSES (I) AND (II) ABOVE, NOTWITHSTANDING THAT THE
BORROWERS DO NOT CONSENT TO SUCH SALE, PROVIDED SUCH LENDER HAS OBTAINED THE
CONSENT OF THE AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED) AND OTHERWISE MEETS THE REQUIREMENTS OF THIS SECTION 9.11.
SECTION 9.12
OTHER TRANSACTIONS.
NOTHING CONTAINED HEREIN SHALL PRECLUDE
THE AGENT OR ANY OTHER LENDER FROM ENGAGING IN ANY TRANSACTION, IN ADDITION TO
THOSE CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, WITH ANY
BORROWER OR ANY OF ITS AFFILIATES IN WHICH ANY BORROWER OR SUCH AFFILIATE IS NOT
RESTRICTED HEREBY FROM ENGAGING WITH ANY OTHER PERSON.
SECTION 9.13
CONFIDENTIALITY.
THE LENDERS AND THE AGENT SHALL HOLD ALL
NON-PUBLIC, PROPRIETARY OR CONFIDENTIAL INFORMATION (WHICH HAS BEEN IDENTIFIED
AS SUCH BY THE BORROWERS) OBTAINED PURSUANT TO THE REQUIREMENTS OF THIS
AGREEMENT IN ACCORDANCE WITH THEIR CUSTOMARY PROCEDURES FOR HANDLING
CONFIDENTIAL INFORMATION OF THIS NATURE AND IN ACCORDANCE WITH SAFE AND SOUND
LENDING PRACTICES; HOWEVER, THE LENDERS AND THE AGENT MAY MAKE DISCLOSURE OF ANY
SUCH INFORMATION TO THEIR EXAMINERS, AFFILIATES, OUTSIDE AUDITORS, COUNSEL,
CONSULTANTS, OPERATORS AND OTHER PROFESSIONAL ADVISORS IN CONNECTION WITH THIS
AGREEMENT OR AS REQUIRED BY ANY PROPOSED SYNDICATE MEMBER, TRANSFEREE OR
PARTICIPANT IN CONNECTION WITH THE CONTEMPLATED TRANSFER OF ANY NOTE,
OBLIGATIONS OR COMMITMENTS OR THE CONTEMPLATING GRANTING OF A PARTICIPATION
THEREIN, AS REQUIRED OR REQUESTED BY ANY GOVERNMENTAL AUTHORITY OR
REPRESENTATIVE THEREOF OR IN CONNECTION WITH THE ENFORCEMENT HEREOF OR OF ANY
OTHER LOAN DOCUMENT OR PURSUANT TO LEGAL PROCESS; PROVIDED, HOWEVER, THAT ANY
SUCH PROPOSED SYNDICATE MEMBER OR PROPOSED TRANSFEREE OR PARTICIPANT SHALL HAVE
AGREED IN WRITING FOR THE BORROWERS' BENEFIT TO BE BOUND BY THE TERMS OF THIS
SECTION 9.13.
IN NO EVENT SHALL ANY LENDER OR THE AGENT BE OBLIGATED OR
REQUIRED TO RETURN ANY MATERIALS FURNISHED TO IT BY THE BORROWERS OR ANY OF
THEIR SUBSIDIARIES.
74
SECTION 9.14
CHANGE IN ACCOUNTING PRINCIPLES.
IF ANY CHANGES IN
ACCOUNTING PRINCIPLES FROM THOSE USED IN THE PREPARATION OF THE FINANCIAL
STATEMENTS