ANY SUBPOENA OR SIMILAR LEGAL PROCESS, (V) TO ANY
OTHER PARTY TO THIS AGREEMENT, (VI) TO ANY OTHER CREDITOR OF THE BORROWER THAT
IS A DIRECT OR INTENDED BENEFICIARY OF ANY OF THE CREDIT DOCUMENTS, (VII) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OF THE OTHER
CREDIT DOCUMENTS, OR ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OF THE OTHER CREDIT DOCUMENTS OR THE ENFORCEMENT OF RIGHTS HEREUNDER OR
THEREUNDER, (VIII) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY
THE SAME AS THOSE OF THIS SECTION 11.14, TO ANY ASSIGNEE OF OR PARTICIPANT IN,
OR ANY PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT, (IX) WITH THE CONSENT OF THE BORROWER, OR
(X) TO THE EXTENT SUCH CONFIDENTIAL INFORMATION (A) BECOMES PUBLICLY AVAILABLE
OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION 11.14, OR (B) BECOMES
AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A NON-CONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN THE BORROWER.
(B)
AS USED IN THIS SECTION, "CONFIDENTIAL INFORMATION" SHALL MEAN ALL
INFORMATION RECEIVED FROM THE BORROWER RELATING TO THE BORROWER OR ITS BUSINESS,
OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT OR
ANY LENDER ON A NON-CONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE BORROWER,
PROVIDED THAT IN THE CASE OF INFORMATION RECEIVED FROM THE BORROWER AFTER THE
CLOSING DATE, SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS
CONFIDENTIAL.
SECTION 11.15
LENDER REGISTER.
THE BORROWER HEREBY DESIGNATES THE
ADMINISTRATIVE AGENT TO SERVE AS ITS AGENT, SOLELY FOR PURPOSES OF THIS
SECTION 11.15, TO MAINTAIN A REGISTER (THE "LENDER REGISTER") ON OR IN WHICH IT
WILL RECORD THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS FROM
TIME TO TIME OF EACH OF THE LENDERS, THE LOANS MADE TO THE BORROWER BY EACH OF
THE LENDERS AND EACH REPAYMENT AND PREPAYMENT IN RESPECT OF THE PRINCIPAL AMOUNT
OF SUCH LOANS OF EACH SUCH LENDER.
FAILURE TO MAKE ANY SUCH RECORDATION, OR
(ABSENT MANIFEST ERROR) ANY ERROR IN SUCH RECORDATION, SHALL NOT AFFECT THE
BORROWER'S OBLIGATIONS IN RESPECT OF SUCH LOANS.
WITH RESPECT TO ANY LENDER,
THE TRANSFER OF THE COMMITMENT OF SUCH LENDER AND THE RIGHTS TO THE PRINCIPAL
OF, AND INTEREST ON, ANY LOAN MADE PURSUANT TO SUCH COMMITMENT SHALL NOT BE
EFFECTIVE UNTIL SUCH TRANSFER IS RECORDED ON THE LENDER REGISTER MAINTAINED BY
THE ADMINISTRATIVE AGENT WITH RESPECT TO OWNERSHIP OF SUCH COMMITMENT AND LOANS
AND PRIOR TO SUCH RECORDATION ALL AMOUNTS OWING TO THE TRANSFEROR WITH RESPECT
TO SUCH COMMITMENT AND LOANS SHALL REMAIN OWING TO THE TRANSFEROR.
THE
REGISTRATION OF ASSIGNMENT OR TRANSFER OF ALL OR PART OF ANY COMMITMENTS AND
LOANS SHALL BE RECORDED BY THE ADMINISTRATIVE AGENT ON THE LENDER REGISTER ONLY
UPON THE ACCEPTANCE BY
THE ADMINISTRATIVE AGENT OF A PROPERLY EXECUTED AND DELIVERED ASSIGNMENT
AGREEMENT PURSUANT TO SECTION 11.4(C).
THE BORROWER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL LOSSES,