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 AGENT 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.
88
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER
CREDIT DOCUMENT, THE TERMS OF THIS 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 SAME INSTRUMENT.
SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE SEPARATE
COUNTERPARTS AND ATTACHED TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE PAGES
ARE ATTACHED TO THE SAME DOCUMENT.
DELIVERY OF AN EXECUTED SIGNATURE PAGE OF
THIS AGREEMENT BY FACSIMILE TRANSMISSION, ELECTRONIC MAIL OR BY POSTING ON THE
PLATFORM SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
HEREOF.
A SET OF THE COPIES OF THIS AGREEMENT SIGNED BY ALL PARTIES SHALL BE
LODGED WITH THE BORROWER AND THE ADMINISTRATIVE AGENT.
10.20
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME EFFECTIVE
UPON THE EXECUTION OF A COUNTERPART HEREOF BY EACH OF THE PARTIES HERETO AND
RECEIPT BY THE BORROWER AND ADMINISTRATIVE AGENT OF WRITTEN OR TELEPHONIC
NOTIFICATION OF SUCH EXECUTION AND AUTHORIZATION OF DELIVERY THEREOF.
10.21
PATRIOT ACT.
EACH LENDER AND ADMINISTRATIVE AGENT
(FOR ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES