PLEDGE TO A TRUSTEE AS SECURITY
FOR THE BENEFIT OF THE NOTEHOLDERS AND OTHER SECURITYHOLDERS OR CREDITORS OF A
LENDER; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE SUCH LENDER
FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE
FOR SUCH LENDER AS A PARTY HERETO UNTIL THE PROVISIONS OF THIS SECTION REGARDING
ASSIGNMENT ARE SATISFIED WITH RESPECT TO SUCH PLEDGE OR ASSIGNEE OF SUCH LENDER.
(G)
LENDER SECURITIZATION.
IN ADDITION TO ANY OTHER ASSIGNMENT PERMITTED
PURSUANT TO THIS SECTION, THE LOAN PARTIES HEREBY ACKNOWLEDGE THAT (X) THE
LENDERS, THEIR AFFILIATES AND APPROVED FUNDS (THE "LENDER PARTIES") MAY SELL OR
SECURITIZE THE LOANS (A "LENDER SECURITIZATION") THROUGH THE PLEDGE OF THE LOANS
AS COLLATERAL SECURITY FOR LOANS TO A LENDER PARTY OR THE ASSIGNMENT OR ISSUANCE
OF DIRECT OR INDIRECT INTERESTS IN THE LOANS (SUCH AS, FOR INSTANCE,
COLLATERALIZED LOAN OBLIGATIONS), AND (Y) SUCH LENDER SECURITIZATION MAY BE
RATED BY A RATING AGENCY.
THE LOAN PARTIES SHALL REASONABLY COOPERATE WITH THE
LENDER PARTIES TO EFFECT THE LENDER SECURITIZATION INCLUDING BY (A) AMENDING
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EXECUTING SUCH ADDITIONAL
DOCUMENTS, AS REASONABLY REQUESTED BY THE LENDERS IN CONNECTION WITH THE LENDER
SECURITIZATION; PROVIDED THAT (I) ANY SUCH AMENDMENT OR ADDITIONAL DOCUMENTATION
DOES NOT IMPOSE MATERIAL ADDITIONAL COSTS ON THE BORROWERS AND (II) ANY SUCH
AMENDMENT OR ADDITIONAL DOCUMENTATION DOES NOT MATERIALLY ADVERSELY AFFECT THE
RIGHTS, OR MATERIALLY INCREASE THE OBLIGATIONS, OF THE BORROWERS UNDER THE LOAN
DOCUMENTS OR CHANGE OR AFFECT IN A MANNER ADVERSE TO THE BORROWERS THE FINANCIAL
TERMS OF THE LOANS AND (B) PROVIDING SUCH INFORMATION AS MAY BE REASONABLY
REQUESTED BY THE LENDERS OR RATING AGENCIES IN CONNECTION WITH THE RATING OF THE
LOANS OR THE LENDER SECURITIZATION.
(H)
CONSENT TO DISCLOSURE.
SUBJECT TO THE PROVISIONS OF SECTION 12.08,
EACH LOAN PARTY AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PROSPECTIVE
PARTICIPANT OR ASSIGNEE OF A COMMITMENT, ANY AND ALL INFORMATION IN SUCH
LENDER'S POSSESSION CONCERNING THE LOAN PARTIES AND THEIR FINANCIAL AFFAIRS
WHICH HAS BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE LOAN PARTIES
PURSUANT TO THIS AGREEMENT, OR WHICH HAS BEEN DELIVERED TO SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S ENTERING INTO THIS AGREEMENT.
128
SECTION 12.08
CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT AND EACH LENDER AGREES TO MAINTAIN
THE CONFIDENTIALITY OF THE INFORMATION (AS DEFINED BELOW), EXCEPT THAT
INFORMATION MAY BE DISCLOSED (A) TO ITS AFFILIATES AND APPROVED FUNDS AND TO ITS
AND ITS AFFILIATES' AND APPROVED FUNDS' RESPECTIVE INVESTORS (ACTUAL OR
PROSPECTIVE), PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, COUNSEL,
ACCOUNTANTS, ADVISORS, ACTUAL AND PROSPECTIVE INVESTORS, AND OTHER
REPRESENTATIVES (COLLECTIVELY, THE "REPRESENTATIVES") (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), OR TO RATING AGENCIES, (B) TO THE EXTENT REQUESTED BY ANY
REGULATORY AUTHORITY PURPORTING TO HAVE JURISDICTION OVER IT (INCLUDING ANY
SELF-REGULATORY AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF INSURANCE