SOON THEREAFTER AS PRACTICABLE, THE
ASSIGNING OR TRANSFEROR LENDER SHALL SURRENDER THE NOTE (IF ANY) EVIDENCING SUCH
TERM LOAN, AND THEREUPON ONE OR MORE NEW NOTES IN THE SAME AGGREGATE PRINCIPAL
AMOUNT SHALL BE ISSUED TO THE ASSIGNING OR TRANSFEROR LENDER AND/OR THE NEW
LENDER AT THE REQUEST OF ANY SUCH LENDER.
THE BORROWER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND
LIABILITIES OF WHATSOEVER NATURE WHICH MAY BE IMPOSED ON, ASSERTED AGAINST OR
INCURRED BY THE ADMINISTRATIVE AGENT IN PERFORMING ITS DUTIES UNDER THIS SECTION
13.15.
13.16.
CONFIDENTIALITY.
(A)
SUBJECT TO THE PROVISIONS OF CLAUSE (B) OF
THIS SECTION 13.16, EACH LENDER AGREES THAT IT WILL NOT DISCLOSE WITHOUT THE
PRIOR CONSENT OF THE BORROWER (OTHER THAN TO ITS EMPLOYEES, AUDITORS, ADVISORS
OR COUNSEL OR TO ANOTHER LENDER IF SUCH LENDER OR SUCH LENDER'S HOLDING OR
PARENT COMPANY IN ITS SOLE DISCRETION DETERMINES THAT ANY SUCH PARTY SHOULD HAVE
ACCESS TO SUCH INFORMATION, PROVIDED SUCH PERSONS SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 13.16 TO THE SAME EXTENT AS SUCH LENDER) ANY
INFORMATION WITH RESPECT TO THE BORROWER OR ANY OF ITS SUBSIDIARIES WHICH IS NOW
OR IN THE FUTURE FURNISHED PURSUANT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, PROVIDED THAT ANY LENDER MAY DISCLOSE ANY SUCH INFORMATION (I) AS HAS
BECOME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN BY VIRTUE OF A BREACH OF
THIS SECTION 13.16(A) BY THE RESPECTIVE LENDER OR ITS AFFILIATE, (II) AS MAY BE
REQUIRED OR APPROPRIATE IN ANY REPORT, STATEMENT OR TESTIMONY SUBMITTED TO ANY
MUNICIPAL, STATE OR FEDERAL REGULATORY BODY HAVING OR CLAIMING TO HAVE
JURISDICTION OVER SUCH LENDER OR TO THE FEDERAL RESERVE BOARD OR THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR SIMILAR ORGANIZATIONS (WHETHER IN THE UNITED
STATES OR ELSEWHERE) OR THEIR SUCCESSORS, (III) AS MAY BE REQUIRED OR
APPROPRIATE IN RESPECT TO ANY SUMMONS OR SUBPOENA OR IN CONNECTION WITH ANY
LITIGATION, (IV) IN ORDER TO COMPLY WITH ANY LAW, ORDER, REGULATION OR RULING
APPLICABLE TO SUCH LENDER, (V) TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT, (VI) TO ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTY IN ANY SWAP,
HEDGE OR SIMILAR AGREEMENT (OR TO ANY SUCH CONTRACTUAL COUNTERPARTY'S
PROFESSIONAL ADVISOR), SO LONG AS SUCH CONTRACTUAL COUNTERPARTY (OR SUCH
PROFESSIONAL ADVISOR) AGREES TO BE BOUND BY THE PROVISIONS OF THIS SECTION 13.16
AND (VII) TO ANY PROSPECTIVE OR ACTUAL TRANSFEREE OR PARTICIPANT IN CONNECTION
WITH ANY CONTEMPLATED TRANSFER OR PARTICIPATION OF ANY OF THE NOTES OR
COMMITMENTS OR ANY INTEREST THEREIN BY SUCH LENDER, PROVIDED THAT SUCH
PROSPECTIVE TRANSFEREE AGREES TO BE BOUND BY THE CONFIDENTIALITY PROVISIONS
CONTAINED IN THIS SECTION 13.16.
(B)
THE BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT EACH LENDER MAY
SHARE WITH ANY OF ITS AFFILIATES, AND SUCH AFFILIATES MAY SHARE WITH SUCH
LENDER, ANY INFORMATION RELATED TO THE BORROWER OR ANY OF ITS SUBSIDIARIES
(INCLUDING, WITHOUT LIMITATION, ANY NON-PUBLIC CUSTOMER INFORMATION REGARDING
THE CREDITWORTHINESS OF THE BORROWER AND ITS SUBSIDIARIES), PROVIDED SUCH
PERSONS SHALL BE SUBJECT