PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 10.01.
NOTHING IN THIS AGREEMENT
WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.
SECTION 10.16.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT AND
THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION (AS
DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (A) TO ITS AND ITS
AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, INCLUDING ACCOUNTANTS,
LEGAL COUNSEL AND OTHER ADVISORS (IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM
SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION CONFIDENTIAL), (B) TO THE
EXTENT REQUESTED BY ANY REGULATORY AUTHORITY OR QUASI-REGULATORY AUTHORITY,
(C) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA
OR SIMILAR LEGAL PROCESS, (D) IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES
HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY SUIT, ACTION OR PROCEEDING
RELATING TO THE ENFORCEMENT OF ITS RIGHTS HEREUNDER OR THEREUNDER, (E) SUBJECT
TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS
SECTION 10.16, TO (I) ANY ACTUAL OR PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN
ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR (II) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO
ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER, ANY SUBSIDIARY OR
ANY AFFILIATE THEREOF OR ANY OF THEIR RESPECTIVE OBLIGATIONS, (F) WITH THE
CONSENT OF THE BORROWER OR (G) TO THE EXTENT SUCH INFORMATION BECOMES PUBLICLY
AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION 10.16.
FOR THE
PURPOSES OF THIS SECTION, "INFORMATION" SHALL MEAN ALL INFORMATION RECEIVED FROM
THE BORROWER AND RELATED TO THE BORROWER OR ITS BUSINESS, OTHER THAN ANY SUCH
INFORMATION THAT WAS AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER ON A
NONCONFIDENTIAL BASIS PRIOR TO ITS DISCLOSURE BY THE BORROWER; PROVIDED THAT, IN
THE CASE OF INFORMATION RECEIVED FROM THE BORROWER AFTER THE DATE HEREOF, SUCH
INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL.
ANY
PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF INFORMATION AS PROVIDED IN
THIS SECTION 10.16 SHALL BE CONSIDERED TO HAVE COMPLIED WITH ITS OBLIGATION TO
DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF CARE TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD ACCORD ITS OWN
CONFIDENTIAL INFORMATION.
70
SECTION 10.17.
USA PATRIOT ACT NOTICE.
EACH LENDER AND THE
ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY
NOTIFIES THE PARENT AND THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE
USA PATRIOT ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE PARENT AND THE BORROWER, WHICH