FINANCIAL ACCOMMODATION TO THE BORROWER.
11.6
ASSIGNABILITY.
THE BANK MAY AT ANY TIME ASSIGN THE BANK'S RIGHTS
IN THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, OR ANY PART
THEREOF AND TRANSFER THE BANK'S RIGHTS IN ANY OR ALL COLLATERAL FOR THE LOANS,
AND THE BANK THEREAFTER SHALL BE RELIEVED FROM ALL LIABILITY WITH RESPECT TO
SUCH COLLATERAL.
IN ADDITION, THE BANK MAY AT ANY TIME SELL ONE OR MORE
PARTICIPATIONS IN THE LOANS.
THE BORROWER MAY NOT SELL OR ASSIGN THIS
AGREEMENT, OR ANY OTHER AGREEMENT WITH THE BANK OR ANY PORTION THEREOF, EITHER
VOLUNTARILY OR BY OPERATION OF LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BANK.
THIS AGREEMENT SHALL BE BINDING UPON THE BANK AND THE BORROWER AND THEIR
RESPECTIVE LEGAL REPRESENTATIVES AND SUCCESSORS.
ALL REFERENCES HEREIN TO THE
BORROWER SHALL BE DEEMED TO INCLUDE ANY SUCCESSORS, WHETHER IMMEDIATE OR
REMOTE.
IN THE CASE OF A JOINT VENTURE OR PARTNERSHIP, THE TERM "BORROWER"
SHALL BE DEEMED TO INCLUDE ALL JOINT VENTURERS OR PARTNERS THEREOF, WHO SHALL BE
JOINTLY AND SEVERALLY LIABLE HEREUNDER.
11.7
CONFIDENTIALITY.
THE BANK AGREES TO USE COMMERCIALLY REASONABLE
EFFORTS (EQUIVALENT TO THE EFFORTS THE BANK APPLIES TO MAINTAIN THE
CONFIDENTIALITY OF ITS OWN CONFIDENTIAL INFORMATION) TO MAINTAIN AS CONFIDENTIAL
ALL CONFIDENTIAL INFORMATION, EXCEPT THAT THE BANK MAY DISCLOSE CONFIDENTIAL
INFORMATION (A) TO PERSONS EMPLOYED OR ENGAGED BY THE BANK IN EVALUATING,
APPROVING, STRUCTURING OR ADMINISTERING THE LOANS; (B) TO ANY ASSIGNEE OR
PARTICIPANT OR POTENTIAL ASSIGNEE OR PARTICIPANT THAT HAS AGREED TO COMPLY WITH
THE COVENANT CONTAINED IN THIS SECTION 11.7 (AND ANY SUCH ASSIGNEE OR
PARTICIPANT OR POTENTIAL ASSIGNEE OR PARTICIPANT MAY DISCLOSE SUCH INFORMATION
TO PERSONS EMPLOYED OR ENGAGED BY THEM AS DESCRIBED IN CLAUSE (A) ABOVE); (C) AS
REQUIRED OR REQUESTED BY ANY FEDERAL OR STATE REGULATORY AUTHORITY OR EXAMINER,
OR ANY INSURANCE INDUSTRY ASSOCIATION, OR AS REASONABLY BELIEVED BY THE BANK TO
BE COMPELLED BY ANY COURT DECREE,
34
SUBPOENA OR LEGAL OR ADMINISTRATIVE ORDER OR PROCESS; (D) AS, ON THE ADVICE OF
THE BANK'S COUNSEL, IS REQUIRED BY LAW; (E) IN CONNECTION WITH THE EXERCISE OF
ANY RIGHT OR REMEDY UNDER THE LOAN DOCUMENTS OR IN CONNECTION WITH ANY
LITIGATION TO WHICH THE BANK IS A PARTY; (F) TO ANY NATIONALLY RECOGNIZED RATING
AGENCY THAT REQUIRES ACCESS TO INFORMATION ABOUT THE BANK'S INVESTMENT PORTFOLIO
IN CONNECTION WITH RATINGS ISSUED WITH RESPECT TO THE BANK; (G) WITH THE PRIOR
WRITTEN CONSENT OF BORROWER; OR (H) THAT CEASES TO BE CONFIDENTIAL THROUGH NO
FAULT OF THE BANK, IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM DISCLOSURE OF
CONFIDENTIAL INFORMATION IS MADE WILL FIRST BE INFORMED OF THE CONFIDENTIAL
NATURE OF SUCH INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION
CONFIDENTIAL.
THE BANK AGREES THAT IT SHALL BE RESPONSIBLE FOR THE BREACH OF
ANY OF THE TERMS HEREOF BY ANY THIRD PARTY TO WHOM THE BANK DISCLOSES
CONFIDENTIAL INFORMATION PURSUANT TO THIS SECTION 11.7.
11.8
BINDING EFFECT.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON
EXECUTION BY THE BORROWER AND THE BANK.
IF THIS