AGREES THAT ANY PARTICIPANT MAY EXERCISE ANY AND ALL RIGHTS OF BANKER'S LIEN,
SET-OFF AND COUNTERCLAIM WITH RESPECT TO ITS PARTICIPATION AS FULLY AS IF SUCH
PARTICIPANT WERE THE HOLDER OF THE ADVANCE LOANS IN THE AMOUNT OF ITS
PARTICIPATION.
(C)
LENDER MAY ASSIGN TO ONE OR MORE FINANCIAL
INSTITUTIONS OR FUNDS ORGANIZED UNDER THE LAWS OF THE UNITED STATES, OR ANY
STATE THEREOF, OR UNDER THE LAWS OF ANY OTHER COUNTRY THAT IS A MEMBER OF THE
ORGANIZATION FOR ECONOMIC COOPERATION AND DEVELOPMENT, OR A POLITICAL
SUBDIVISION OF ANY SUCH COUNTRY, WHICH IS ENGAGED IN MAKING, PURCHASING OR
OTHERWISE INVESTING IN COMMERCIAL LOANS IN THE ORDINARY COURSE OF ITS BUSINESS
(EACH, AN "ASSIGNEE") ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
FROM AND AFTER SUCH ASSIGNMENT, SUCH ASSIGNEE SHALL
SUCCEED TO ALL RIGHTS AND OBLIGATIONS OF LENDER UNDER THE LOAN DOCUMENTS.
(D)
EXCEPT AS SPECIFICALLY SET FORTH IN THIS
SECTION 9.6, NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, EXPRESSED OR
IMPLIED, IS INTENDED TO OR SHALL CONFER ON ANY PERSON OTHER THAN THE RESPECTIVE
PARTIES HERETO AND THERETO AND THEIR SUCCESSORS AND ASSIGNEES PERMITTED
HEREUNDER AND THEREUNDER ANY BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
OTHER CLAIM UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS.
(E)
NOTWITHSTANDING ANYTHING IN THIS
SECTION 9.6 TO THE CONTRARY, NO ASSIGNEE OR PARTICIPANT SHALL BE ENTITLED TO
RECEIVE ANY GREATER PAYMENT UNDER ARTICLE III THAN LENDER
47
WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE INTEREST ASSIGNED OR
PARTICIPATED TO SUCH ASSIGNEE OR PARTICIPANT.
(F)
BORROWER SHALL NOT BE REQUIRED TO DELIVER
TO ANY PARTICIPANT ANY INFORMATION REQUIRED TO BE DELIVERED TO LENDER PURSUANT
TO ANY LOAN DOCUMENT.
9.7
AMENDMENT AND WAIVER.
THE PROVISIONS OF
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED OR WAIVED EXCEPT BY THE WRITTEN
AGREEMENT OF BORROWER AND LENDER.
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF
MAY BE AMENDED ORALLY, NOR MAY ANY PROVISION HEREOF BE WAIVED ORALLY BUT ONLY BY
AN INSTRUMENT IN WRITING THE PARTIES REQUIRED BY THIS SECTION 9.7.
9.8
CONFIDENTIALITY.
LENDER AGREES TO MAINTAIN
THE CONFIDENTIALITY OF THE INFORMATION, EXCEPT THAT INFORMATION MAY BE DISCLOSED
(A) TO ITS AND ITS AFFILIATES' DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS,
INCLUDING ACCOUNTANTS, LEGAL COUNSEL AND OTHER ADVISORS (IT BEING UNDERSTOOD
THAT THE PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE
CONFIDENTIAL NATURE OF SUCH INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION
CONFIDENTIAL), (B) TO THE EXTENT REQUESTED BY ANY GOVERNMENTAL AUTHORITY
(INCLUDING ANY SELF-REGULATORY AUTHORITY, SUCH AS THE NAIC), (C) TO THE EXTENT
REQUIRED BY LAWS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS, (D) IN CONNECTION
WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER, (E) SUBJECT TO AN
AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION,
TO ANY ASSIGNEE OF OR