TO THE BORROWER IN VIOLATION OF ANY LIMITATION OR PROHIBITION PROVIDED BY ANY
APPLICABLE STATUTE OR REGULATION.
SECTION 11.14
NO FIDUCIARY DUTY.
THE RELATIONSHIP BETWEEN THE BORROWER AND
THE LENDERS AND THE AGENT SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER
THE AGENT NOR ANY LENDER SHALL HAVE ANY FIDUCIARY RESPONSIBILITIES TO THE
BORROWER.
NEITHER THE AGENT NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE
BORROWER TO REVIEW OR INFORM THE BORROWER OF ANY MATTER IN CONNECTION WITH ANY
PHASE OF THE BORROWER'S BUSINESS OR OPERATIONS.
SECTION 11.15
CONFIDENTIALITY.
EACH LENDER AGREES TO HOLD ANY CONFIDENTIAL
INFORMATION WHICH IT MAY RECEIVE FROM THE BORROWER PURSUANT TO THIS AGREEMENT IN
CONFIDENCE, EXCEPT FOR DISCLOSURE (I) TO OTHER LENDERS AND THEIR RESPECTIVE
AFFILIATES, (II) TO LEGAL COUNSEL,
72
ACCOUNTANTS, AND OTHER PROFESSIONAL ADVISORS TO THAT LENDER OR TO A TRANSFEREE,
(III) TO REGULATORY OFFICIALS, (IV) TO ANY PERSON AS REQUESTED PURSUANT TO OR AS
REQUIRED BY LAW, REGULATION, OR LEGAL PROCESS, (V) TO ANY PERSON IN CONNECTION
WITH ANY LEGAL PROCEEDING TO WHICH THAT LENDER IS A PARTY, AND (VI) PERMITTED BY
SECTION 12.04.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE, AND EACH LENDER (AND EACH EMPLOYEE,
REPRESENTATIVE OR OTHER AGENT OF ANY LENDER) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE "TAX TREATMENT" AND "TAX STRUCTURE"
(IN EACH CASE, WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.6011-4) OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL MATERIALS OF ANY KIND (INCLUDING
OPINIONS OR OTHER TAX ANALYSES) THAT ARE OR HAVE BEEN PROVIDED TO SUCH LENDER
RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE; PROVIDED THAT WITH RESPECT TO
ANY DOCUMENT OR SIMILAR ITEM THAT IN EITHER CASE CONTAINS INFORMATION CONCERNING
SUCH TAX TREATMENT OR TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED HEREBY AS
WELL AS OTHER INFORMATION, THIS SENTENCE SHALL ONLY APPLY TO SUCH PORTIONS OF
THE DOCUMENT OR SIMILAR ITEM THAT RELATE TO SUCH TAX TREATMENT OR TAX STRUCTURE.
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
SECTION 12.01
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THE LOAN
DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER AND THE
AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
(I) THE BORROWER SHALL NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS
UNDER THE LOAN DOCUMENTS WITHOUT THE CONSENT OF ALL LENDERS AND (II) ANY
ASSIGNMENT BY ANY LENDER MUST BE MADE IN COMPLIANCE WITH SECTION 12.03.
NOTWITHSTANDING CLAUSE (II) OF THIS SECTION, ANY LENDER MAY AT ANY TIME, WITHOUT
THE CONSENT OF THE BORROWER OR THE AGENT, PLEDGE ALL OR ANY PORTION OF ITS
RIGHTS UNDER THIS AGREEMENT AND ITS NOTES TO A FEDERAL RESERVE BANK AS SECURITY
FOR AN OBLIGATION OF SUCH PLEDGOR OR OF AN AFFILIATED ENTITY TO SUCH FEDERAL
RESERVE BANK; PROVIDED, HOWEVER, THAT NO SUCH PLEDGE SHALL RELEASE THE PLEDGOR
LENDER FROM ITS OBLIGATIONS HEREUNDER.
THE AGENT MAY TREAT THE PAYEE OF ANY
NOTE AS THE OWNER THEREOF FOR ALL