SECURITY INTEREST, PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT OF
A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER
OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
THE BORROWER HEREBY AGREES THAT, UPON REQUEST OF ANY LENDER AT ANY TIME AND FROM
TIME TO TIME AFTER THE BORROWER HAS MADE ITS INITIAL BORROWING HEREUNDER, THE
BORROWER SHALL PROVIDE TO SUCH LENDER, AT THE BORROWER'S OWN EXPENSE, A
PROMISSORY NOTE, SUBSTANTIALLY IN THE FORM OF EXHIBIT K-1-A, K-1-B, K-1-C, K-2,
K-3 OR K-4, AS THE CASE MAY BE, EVIDENCING THE INITIAL TERM LOANS, DELAYED DRAW
TERM LOANS AND NEW TERM LOANS, EURO TRANCHE TERM LOANS AND REVOLVING CREDIT
LOANS AND SWINGLINE LOANS, RESPECTIVELY, OWING TO SUCH LENDER.
(E)
SUBJECT TO SECTION 13.16, THE BORROWER AUTHORIZES EACH LENDER TO
DISCLOSE TO ANY PARTICIPANT, SECURED CREDITOR OF SUCH LENDER OR ASSIGNEE (EACH,
A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL FINANCIAL INFORMATION
IN SUCH LENDER'S POSSESSION CONCERNING THE BORROWER AND ITS AFFILIATES THAT HAS
BEEN DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE BORROWER AND ITS AFFILIATES
PURSUANT TO THIS AGREEMENT OR THAT HAS BEEN DELIVERED TO SUCH LENDER BY OR ON
BEHALF OF THE BORROWER AND ITS AFFILIATES IN CONNECTION WITH SUCH LENDER'S
CREDIT EVALUATION OF THE BORROWER AND ITS AFFILIATES PRIOR TO BECOMING A PARTY
TO THIS AGREEMENT.
132
(F)
THE WORDS "EXECUTION", "SIGNED", "SIGNATURE", AND WORDS OF LIKE
IMPORT IN ANY ASSIGNMENT AND ACCEPTANCE SHALL BE DEEMED TO INCLUDE ELECTRONIC
SIGNATURES OR THE KEEPING OF RECORDS IN ELECTRONIC FORM, EACH OF WHICH SHALL BE
OF THE SAME LEGAL EFFECT, VALIDITY OR ENFORCEABILITY AS A MANUALLY EXECUTED
SIGNATURE OR THE USE OF A PAPER-BASED RECORDKEEPING SYSTEM, AS THE CASE MAY BE,
TO THE EXTENT AND AS PROVIDED FOR IN ANY APPLICABLE LAW, INCLUDING THE FEDERAL
ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, THE NEW YORK STATE
ELECTRONIC SIGNATURES AND RECORDS ACT, OR ANY OTHER SIMILAR STATE LAWS BASED ON
THE UNIFORM ELECTRONIC TRANSACTIONS ACT.
(G)
SPV LENDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING
VEHICLE (A "SPV"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE BORROWER, THE OPTION TO
PROVIDE TO THE BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER
WOULD OTHERWISE BE OBLIGATED TO MAKE THE BORROWER PURSUANT TO THIS AGREEMENT;
PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPV TO
MAKE ANY LOAN AND (II) IF AN SPV ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE
FAILS TO PROVIDE ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE
OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE TERMS HEREOF. THE MAKING OF A LOAN
BY AN SPV HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE
SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING LENDER. EACH