EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
10.17
CONFIDENTIALITY.
EACH LENDER SHALL HOLD ALL NON-PUBLIC INFORMATION
REGARDING THE BORROWER AND ITS SUBSIDIARIES AND THEIR BUSINESSES IDENTIFIED AS
SUCH BY THE BORROWER AND OBTAINED BY SUCH LENDER PURSUANT TO THE REQUIREMENTS
HEREOF IN ACCORDANCE WITH SUCH LENDER'S CUSTOMARY PROCEDURES FOR HANDLING
CONFIDENTIAL INFORMATION OF SUCH NATURE, IT BEING UNDERSTOOD AND AGREED BY EACH
CREDIT PARTY THAT, IN ANY EVENT, A LENDER MAY MAKE (I) DISCLOSURES OF SUCH
INFORMATION TO AFFILIATES OF SUCH LENDER AND TO THEIR AGENTS AND ADVISORS (AND
TO OTHER PERSONS AUTHORIZED BY A LENDER OR AGENT TO ORGANIZE, PRESENT OR
DISSEMINATE SUCH INFORMATION IN CONNECTION WITH DISCLOSURES OTHERWISE MADE IN
ACCORDANCE WITH THIS SECTION 10.17), (II) DISCLOSURES OF SUCH INFORMATION
REASONABLY REQUIRED BY ANY BONA FIDE OR POTENTIAL ASSIGNEE, TRANSFEREE OR
PARTICIPANT IN CONNECTION WITH THE CONTEMPLATED ASSIGNMENT, TRANSFER OR
PARTICIPATION BY SUCH LENDER OF ANY LOANS OR ANY PARTICIPATIONS THEREIN OR BY
ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTIES (OR THE PROFESSIONAL ADVISORS
THERETO) IN RELATED OBLIGATION DOCUMENTS (PROVIDED, SUCH COUNTERPARTIES AND
ADVISORS ARE ADVISED OF AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS SECTION
10.17), (III) DISCLOSURE TO ANY RATING AGENCY WHEN REQUIRED BY IT, PROVIDED
THAT, PRIOR TO ANY DISCLOSURE, SUCH RATING AGENCY SHALL UNDERTAKE IN WRITING TO
PRESERVE THE CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RELATING TO THE
CREDIT PARTIES RECEIVED BY IT FROM ANY OF THE FACILITY AGENTS OR ANY LENDER, AND
(IV) DISCLOSURES REQUIRED OR REQUESTED BY ANY GOVERNMENTAL AGENCY OR
REPRESENTATIVE THEREOF OR BY THE NAIC OR PURSUANT TO LEGAL OR JUDICIAL PROCESS;
PROVIDED, UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR COURT ORDER, EACH
LENDER SHALL MAKE REASONABLE EFFORTS TO NOTIFY THE BORROWER OF ANY REQUEST BY
ANY GOVERNMENTAL AGENCY OR REPRESENTATIVE THEREOF (OTHER THAN ANY SUCH REQUEST
IN CONNECTION WITH ANY EXAMINATION OF THE FINANCIAL CONDITION OR OTHER ROUTINE
EXAMINATION OF SUCH LENDER BY SUCH GOVERNMENTAL AGENCY) FOR DISCLOSURE OF ANY
SUCH NON-PUBLIC INFORMATION PRIOR TO DISCLOSURE OF SUCH INFORMATION.
10.18
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH ALL OF THE OTHER
CREDIT DOCUMENTS AND ALL CERTIFICATES AND DOCUMENTS DELIVERED HEREUNDER OR
THEREUNDER, EMBODIES THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.
IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER
CREDIT DOCUMENT (OTHER THAN THE INTERCREDITOR AGREEMENT), THE TERMS OF THIS
AGREEMENT SHALL GOVERN.
THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT ARE
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE INTERCREDITOR AGREEMENT IN
ALL RESPECTS AND, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE
TERMS OF INTERCREDITOR AGREEMENT SHALL GOVERN.
10.19
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE