HAVE JURISDICTION OVER IT; (C) TO THE EXTENT
REQUIRED BY APPLICABLE LAW OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL
PROCESS; (D) TO ANY OTHER PARTY TO THIS AGREEMENT; (E) IN CONNECTION WITH THE
EXERCISE OF ANY REMEDIES HEREUNDER OR ANY SUIT, ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER (INCLUDING ANY ACTUAL OR
PROSPECTIVE PURCHASER OF COLLATERAL); (F) SUBJECT TO AN AGREEMENT CONTAINING
PROVISIONS SUBSTANTIALLY THE SAME AS
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THOSE OF THIS SECTION 10.17, TO (I) ANY ELIGIBLE ASSIGNEE OF OR PARTICIPANT IN,
OR ANY PROSPECTIVE ELIGIBLE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT, (II) ANY DIRECT OR INDIRECT CONTRACTUAL
COUNTERPARTY OR PROSPECTIVE COUNTERPARTY (OR SUCH CONTRACTUAL COUNTERPARTY'S OR
PROSPECTIVE COUNTERPARTY'S PROFESSIONAL ADVISOR) TO ANY CREDIT DERIVATIVE
TRANSACTION RELATING TO OBLIGATIONS OF THE BORROWER OR (III) ANY PERSON (AND ANY
OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS) THAT MAY ENTER INTO
OR SUPPORT, DIRECTLY OR INDIRECTLY, OR THAT MAY BE CONSIDERING ENTERING INTO OR
SUPPORTING, DIRECTLY OR INDIRECTLY, EITHER (A) CONTRACTUAL ARRANGEMENTS WITH
SUCH AGENT OR LENDER, OR ANY AFFILIATES THEREOF, PURSUANT TO WHICH ALL OR ANY
PORTION OF THE RISKS, RIGHTS, BENEFITS OR OBLIGATIONS UNDER OR WITH RESPECT TO
ANY LOAN OR FINANCING DOCUMENT IS TRANSFERRED TO SUCH PERSON OR (B) AN ACTUAL OR
PROPOSED SECURITIZATION OR COLLATERALIZATION OF, OR SIMILAR TRANSACTION RELATING
TO, ALL OR A PART OF ANY AMOUNTS PAYABLE TO OR FOR THE BENEFIT OF ANY LENDER
UNDER ANY FINANCING DOCUMENT (INCLUDING ANY RATING AGENCY); (G) WITH THE CONSENT
OF THE BORROWER; (H) TO THE EXTENT SUCH INFORMATION (I) BECOMES PUBLICLY
AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION 10.17 OR
(II) BECOMES AVAILABLE TO ANY AGENT, ANY LENDER OR ANY OF THEIR RESPECTIVE
AFFILIATES ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER;
(I) TO ANY STATE, FEDERAL OR FOREIGN AUTHORITY OR EXAMINER (INCLUDING THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY OTHER SIMILAR
ORGANIZATION) REGULATING ANY LENDER; OR (J) TO ANY RATING AGENCY WHEN REQUIRED
BY IT (IT BEING UNDERSTOOD THAT, PRIOR TO ANY SUCH DISCLOSURE, SUCH RATING
AGENCY SHALL UNDERTAKE TO PRESERVE THE CONFIDENTIALITY OF ANY INFORMATION
RELATING TO THE BORROWER RECEIVED BY IT FROM SUCH LENDER). IN ADDITION, ANY
AGENT AND THE LENDERS MAY DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND
INFORMATION ABOUT THIS AGREEMENT TO MARKET DATA COLLECTORS, SIMILAR SERVICE
PROVIDERS TO THE LENDING INDUSTRY, AND SERVICE PROVIDERS TO THE AGENTS AND THE
LENDERS IN CONNECTION WITH THE ADMINISTRATION AND MANAGEMENT OF THIS AGREEMENT,
THE OTHER FINANCING DOCUMENTS, THE COMMITMENTS, AND THE FUNDING. FOR THE
PURPOSES OF THIS SECTION 10.17, "INFORMATION" MEANS WRITTEN INFORMATION THAT THE
BORROWER FURNISHES TO ANY AGENT OR LENDER AFTER THE DATE HEREOF (AND DESIGNATED
AT THE TIME OF DELIVERY THEREOF IN WRITING AS CONFIDENTIAL) PURSUANT TO OR IN
CONNECTION WITH ANY FINANCING DOCUMENT, RELATING TO THE ASSETS AND BUSINESS OF
THE BORROWER, BUT DOES NOT INCLUDE ANY SUCH INFORMATION THAT (I) IS OR BECOMES