APPLICABLE LAW, PROVIDED THAT ANY PAYMENT IN RESPECT OF SUCH RIGHTS MADE BY THE
BORROWER TO OR FOR THE ACCOUNT OF SUCH LENDER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT SHALL SATISFY THE BORROWER'S OBLIGATIONS HEREUNDER IN RESPECT OF
SUCH RIGHTS TO THE EXTENT OF SUCH PAYMENT. NO SUCH GRANT OF A SECURITY INTEREST
OR PLEDGE SHALL RELEASE SUCH LENDER FROM ITS OBLIGATIONS HEREUNDER.
(F)
THE AGENT SHALL, ON BEHALF OF THE BORROWER, MAINTAIN AT ITS
ADDRESS A COPY OF EACH ASSIGNMENT AGREEMENT DELIVERED TO IT AND A REGISTER (THE
"REGISTER") FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND
THE COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM
TIME TO TIME. THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF
DEMONSTRABLE ERROR, AND THE BORROWER, THE GUARANTORS, THE AGENT AND THE LENDERS
SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF
THE COMMITMENTS, THE LOANS AND ANY NOTES EVIDENCING SUCH LOANS RECORDED THEREIN
FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. ANY ASSIGNMENT
OF ANY COMMITMENT AND/OR LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE
EFFECTIVE ONLY UPON APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE
REGISTER. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY
LENDER AT ANY REASONABLE TIME DURING REGULAR BUSINESS HOURS AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE.
SECTION 10.7
CONFIDENTIALITY OF INFORMATION.
(A)
SUBJECT TO THE PROVISIONS OF CLAUSE (B) OF THIS SECTION, EACH
LENDER SHALL HOLD ALL NON-PUBLIC INFORMATION OBTAINED PURSUANT TO THE
REQUIREMENTS OF THIS AGREEMENT THAT HAS BEEN IDENTIFIED IN WRITING AS SUCH BY
THE BORROWER OR ANY GUARANTOR IN ACCORDANCE WITH ITS CUSTOMARY PROCEDURE FOR
HANDLING CONFIDENTIAL INFORMATION OF THIS NATURE AND IN ACCORDANCE WITH SAFE AND
SOUND BANKING PRACTICES AND IN ANY EVENT MAY MAKE DISCLOSURE TO AFFILIATES OF
SUCH LENDER OR DISCLOSURES TO ANY BONA FIDE PROSPECTIVE TRANSFEREE OR
PARTICIPANT IN CONNECTION WITH THE CONTEMPLATED TRANSFER OF ANY LOAN OR
COMMITMENT OR PARTICIPATION THEREIN OR AS REQUIRED OR REQUESTED BY ANY
GOVERNMENTAL AUTHORITY OR REPRESENTATIVE THEREOF OR PURSUANT TO LEGAL PROCESS OR
TO SUCH LENDER'S ATTORNEYS, AFFILIATES OR INDEPENDENT AUDITORS, PROVIDED THAT
UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR COURT ORDER, EACH LENDER
SHALL NOTIFY THE BORROWER OF ANY REQUEST BY ANY GOVERNMENTAL AUTHORITY OR
REPRESENTATIVE THEREOF (OTHER THAN ANY SUCH REQUEST IN CONNECTION WITH AN
EXAMINATION OF THE FINANCIAL CONDITION OF SUCH LENDER OR AFFILIATE BY SUCH
GOVERNMENTAL AUTHORITY) FOR DISCLOSURE TO A GOVERNMENTAL AUTHORITY OF ANY SUCH
NON-PUBLIC INFORMATION PRIOR TO DISCLOSURE OF SUCH INFORMATION; AND PROVIDED
FURTHER, THAT IN NO EVENT SHALL ANY LENDER BE OBLIGATED OR REQUIRED TO RETURN
ANY MATERIALS FURNISHED BY
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THE BORROWER OR ANY GUARANTOR OR ANY OF THEIR SUBSIDIARIES, PROVIDED THAT, IN
THE CASE OF DISCLOSURE TO ANY PROSPECTIVE TRANSFEREE OR PARTICIPANT, SUCH PERSON
EXECUTES AN AGREEMENT WITH SUCH LENDER CONTAINING PROVISIONS SUBSTANTIALLY IN
THE FORM OF EXHIBIT H