SHALL BE EFFECTIVE ONLY UPON
APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER.
ANY
ASSIGNMENT OR TRANSFER OF ALL OR PART OF A COMMITMENT AND/OR LOAN EVIDENCED BY A
NOTE SHALL BE REGISTERED ON THE REGISTER ONLY UPON A SURRENDER OR REGISTRATION
OF ASSIGNMENT OR TRANSFER OF THE NOTE EVIDENCING SUCH LOAN, ACCOMPANIED BY A
DULY EXECUTED ASSIGNMENT AND ACCEPTANCE; THEREUPON ONE OR MORE NEW NOTES IN THE
SAME AGGREGATE PRINCIPAL AMOUNT SHALL BE ISSUED TO THE DESIGNATED ASSIGNEE AND,
IF APPLICABLE, ASSIGNOR, AND THE OLD NOTES SHALL BE RETURNED BY THE AGENT TO THE
BORROWER MARKED "CANCELLED."
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE BORROWER OR ANY LENDER (WITH RESPECT TO ANY ENTRY RELATING TO SUCH LENDER'S
COMMITMENTS AND LOANS) AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
9.9
CONFIDENTIALITY.
EACH OF THE AGENT AND THE
LENDERS SHALL MAINTAIN AND HOLD IN CONFIDENCE IN ACCORDANCE WITH ITS CUSTOMARY
PROCEDURES FOR HANDLING CONFIDENTIAL INFORMATION AND IN ACCORDANCE WITH SAFE AND
SOUND BANKING PRACTICES, ALL NONPUBLIC INFORMATION THAT THE BORROWER OR ANY OF
ITS SUBSIDIARIES, OR ANY OF THEIR AUTHORIZED REPRESENTATIVES, FURNISHES TO THE
AGENT OR ANY LENDER PURSUANT TO THE REQUIREMENTS OF THIS AGREEMENT
("CONFIDENTIAL INFORMATION"), OTHER THAN ANY SUCH CONFIDENTIAL INFORMATION THAT
BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A BREACH BY
THE AGENT OR ANY LENDER OF ITS OBLIGATIONS HEREUNDER OR THAT IS OR BECOMES
AVAILABLE TO THE AGENT OR SUCH LENDER FROM A SOURCE OTHER THAN THE BORROWER OR
ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR AUTHORIZED REPRESENTATIVES, AND THAT IS
NOT, TO THE ACTUAL KNOWLEDGE OF THE RECIPIENT THEREOF, SUBJECT TO OBLIGATIONS OF
CONFIDENTIALITY WITH RESPECT THERETO; PROVIDED, HOWEVER, THAT THE AGENT AND EACH
LENDER SHALL IN ANY EVENT HAVE THE RIGHT TO DELIVER COPIES OF ANY SUCH
DOCUMENTS, AND TO DISCLOSE ANY SUCH INFORMATION, TO:
(A)
ITS DIRECTORS, OFFICERS, TRUSTEES,
PARTNERS, EMPLOYEES, AGENTS, ATTORNEYS, PROFESSIONAL CONSULTANTS, PORTFOLIO
MANAGEMENT SERVICES AND RATING AGENCIES; PROVIDED, THAT SUCH INFORMATION SHALL
BE DISCLOSED TO THE EXTENT A LEGITIMATE BUSINESS PURPOSE EXISTS FOR DOING SO AND
SUCH PURPOSE RELATES TO THE EXISTING RELATIONSHIP AMONG THE BORROWER, THE AGENT
AND THE LENDERS EVIDENCED BY THIS AGREEMENT, THE CREDIT FACILITY EVIDENCED
HEREBY OR THE LOAN PORTFOLIO OF THE AGENT OR SUCH LENDER CONTAINING THE CREDIT
EVIDENCED HEREBY;
(B)
ANY OTHER LENDER AND ANY SUCCESSOR AGENT;
(C)
ANY POTENTIAL ASSIGNEE OR POTENTIAL
PARTICIPANT TO WHICH SUCH LENDER OFFERS TO SELL ANY LOAN OR ANY PART THEREOF OR
INTEREST OR PARTICIPATION THEREIN OR ANY OTHER PERSON NECESSARY FOR PURPOSES OF
EFFECTUATING ANY TRANSACTION CONTEMPLATED BY SUBSECTION 9.8(E) (PROVIDED SUCH
PERSON AGREES TO KEEP SUCH INFORMATION CONFIDENTIAL ON THE TERMS SET FORTH IN
THIS SECTION 9.9);
(D)
ANY FEDERAL OR STATE REGULATORY AUTHORITY OR
EXAMINER, OR ANY INSURANCE INDUSTRY ASSOCIATION OR ANY STOCK EXCHANGE,
REGULATING OR HAVING JURISDICTION OVER THE AGENT OR SUCH LENDER OR ANY OF THEIR
RESPECTIVE AFFILIATES; AND
(E)
ANY OTHER PERSON TO WHICH SUCH DELIVERY OR