TO ANY LOANS OR
PORTION THEREOF MADE BY IT, EACH DESIGNATED LENDER SHALL HAVE ALL THE RIGHTS
THAT A LENDER MAKING SUCH LOANS OR PORTION THEREOF WOULD HAVE HAD UNDER THIS
AGREEMENT AND OTHERWISE; PROVIDED THAT (X) ITS VOTING RIGHTS UNDER THIS
AGREEMENT SHALL BE EXERCISED SOLELY BY ITS DESIGNATING LENDER, (Y) ITS
DESIGNATING LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO
FOR THE PERFORMANCE OF SUCH DESIGNATED LENDERS OBLIGATIONS UNDER THIS AGREEMENT,
INCLUDING ITS OBLIGATIONS IN RESPECT OF THE LOANS OR PORTION THEREOF MADE BY IT
AND (Z) SUCH DESIGNATED LENDER SHALL BE SUBJECT (A) TO THE LIMITATIONS OF
SECTION 9.06(D) TO THE SAME EXTENT AS A PARTICIPANT AND (B) TO THE PROVISIONS OF
SECTION 9.09.
NO ADDITIONAL NOTE SHALL BE REQUIRED TO EVIDENCE THE LOANS OR
PORTION THEREOF MADE BY A DESIGNATED LENDER; AND THE DESIGNATING LENDER SHALL BE
DEEMED TO HOLD ITS NOTE AS AGENT FOR ITS DESIGNATED LENDER TO THE EXTENT OF THE
LOANS OR PORTION THEREOF FUNDED BY SUCH DESIGNATED LENDER.
EACH DESIGNATING
LENDER SHALL ACT AS ADMINISTRATIVE AGENT FOR ITS DESIGNATED LENDER AND GIVE AND
RECEIVE NOTICES AND OTHER COMMUNICATIONS ON ITS BEHALF.
ANY PAYMENTS FOR THE
ACCOUNT OF ANY DESIGNATED LENDER SHALL BE PAID TO ITS DESIGNATING LENDER AS
ADMINISTRATIVE AGENT FOR SUCH DESIGNATED LENDER AND NEITHER THE BORROWER NOR THE
ADMINISTRATIVE AGENT SHALL BE RESPONSIBLE FOR ANY DESIGNATING LENDERS
APPLICATION OF SUCH PAYMENTS.
IN ADDITION, ANY DESIGNATED LENDER MAY, WITH
NOTICE TO (BUT WITHOUT THE PRIOR WRITTEN CONSENT OF) THE BORROWER AND THE
ADMINISTRATIVE AGENT, ASSIGN ALL OR PORTIONS OF ITS INTEREST IN ANY LOANS TO ITS
DESIGNATING LENDER.
55
SECTION 9.08.
NO RELIANCE ON MARGIN STOCK.
EACH LENDER REPRESENTS TO
THE ADMINISTRATIVE AGENT AND EACH OF THE OTHER LENDERS THAT IT IN GOOD FAITH IS
NOT RELYING UPON ANY "MARGIN STOCK" (AS DEFINED IN REGULATION U) AS COLLATERAL
IN THE EXTENSION OR MAINTENANCE OF THE CREDIT PROVIDED FOR IN THIS AGREEMENT.
SECTION 9.09.
CONFIDENTIALITY.
EACH LENDER (INCLUDING ANY DESIGNATED
LENDER) AND AGENT SHALL EXERCISE THE SAME DEGREE OF CARE THAT IT EXERCISES WITH
RESPECT TO ITS OWN PROPRIETARY INFORMATION OF THE SAME TYPES TO MAINTAIN THE
CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RECEIVED PURSUANT TO THIS
AGREEMENT EXCEPT THAT DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION MAY BE MADE
(I) TO THE AGENTS, EMPLOYEES, SUBSIDIARIES OR AFFILIATES OF SUCH PERSON IN
CONNECTION WITH ITS PRESENT OR PROSPECTIVE BUSINESS RELATIONS WITH THE BORROWER
ARISING OUT OF THIS AGREEMENT; PROVIDED THAT SUCH PERSON WILL CAUSE SUCH AGENTS,
EMPLOYEES, SUBSIDIARIES OR AFFILIATES TO COMPLY WITH THE PROVISIONS OF THIS
SECTION 9.09 WITH RESPECT TO SUCH CONFIDENTIAL INFORMATION, (II) TO PROSPECTIVE
TRANSFEREES OR PURCHASERS OF ANY INTEREST IN THE LOANS (INCLUDING ANY
PARTICIPANT); PROVIDED THAT THEY HAVE AGREED TO BE BOUND BY THE PROVISION OF
THIS SECTION 9.09, (III) AS REQUIRED BY LAW, REGULATIONS, RULE, REQUEST OR
ORDER, SUBPOENA, JUDICIAL ORDER OR SIMILAR ORDER AND IN CONNECTION WITH ANY
LITIGATION; PROVIDED THAT EACH LENDER AND THE AGENT AGREES TO PROVIDE THE
BORROWER WITH PROMPT NOTICE