OTHERWISE BE REQUIRED PURSUANT TO ANY
REQUIREMENT OF LAW, PROVIDED THAT SUCH LENDER SHALL, UNLESS PROHIBITED BY ANY
REQUIREMENT OF LAW, NOTIFY THE PARENT BORROWER OF ANY DISCLOSURE PURSUANT TO
THIS CLAUSE (IV) AS FAR IN ADVANCE AS IS REASONABLY PRACTICABLE UNDER SUCH
CIRCUMSTANCES, (V) WHICH HAS BEEN PUBLICLY DISCLOSED OTHER THAN IN BREACH OF
THIS AGREEMENT, (VI) IN CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER,
UNDER ANY LOAN DOCUMENT OR UNDER ANY INTEREST RATE PROTECTION AGREEMENT, (VII)
IN CONNECTION WITH PERIODIC REGULATORY EXAMINATIONS AND REVIEWS CONDUCTED BY THE
NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS OR ANY GOVERNMENTAL AUTHORITY
HAVING JURISDICTION OVER SUCH LENDER OR ITS AFFILIATES (TO THE EXTENT
APPLICABLE), (VIII) IN CONNECTION WITH ANY LITIGATION TO WHICH SUCH LENDER (OR,
WITH RESPECT TO ANY INTEREST RATE PROTECTION AGREEMENT, ANY AFFILIATE OF ANY
LENDER PARTY THERETO) MAY BE A PARTY, SUBJECT TO THE PROVISO IN CLAUSE (IV), AND
(IX) IF, PRIOR TO SUCH INFORMATION HAVING BEEN SO PROVIDED OR OBTAINED, SUCH
INFORMATION WAS ALREADY IN AN AGENT'S, ARRANGER'S OR A LENDER'S POSSESSION ON A
NON-CONFIDENTIAL BASIS WITHOUT A DUTY OF CONFIDENTIALITY TO HOLDING OR THE
BORROWERS (OR ANY OF THEIR RESPECTIVE AFFILIATES) BEING VIOLATED.
(B)
EACH LENDER ACKNOWLEDGES THAT ANY SUCH INFORMATION REFERRED TO IN
SUBSECTION 10.16(A), AND ANY INFORMATION (INCLUDING REQUESTS FOR WAIVERS AND
AMENDMENTS) FURNISHED BY THE PARENT BORROWER OR THE ADMINISTRATIVE AGENT
PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE PARENT BORROWER, THE
OTHER LOAN PARTIES AND THEIR RESPECTIVE AFFILIATES OR THEIR
166
RESPECTIVE SECURITIES.
EACH LENDER REPRESENTS AND CONFIRMS THAT SUCH LENDER HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION; THAT SUCH LENDER WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING UNITED STATES
FEDERAL AND STATE SECURITIES LAWS; AND THAT SUCH LENDER HAS IDENTIFIED TO THE
ADMINISTRATIVE AGENT A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW.
10.17
ADDITIONAL INDEBTEDNESS.
IN CONNECTION WITH THE INCURRENCE BY ANY
LOAN PARTY OR ANY SUBSIDIARY THEREOF OF ADDITIONAL INDEBTEDNESS, EACH OF THE
ADMINISTRATIVE AGENT AND THE REVOLVING COLLATERAL AGENT AGREE TO EXECUTE AND
DELIVER ANY AMENDMENTS, AMENDMENTS AND RESTATEMENTS, RESTATEMENTS OR WAIVERS OF
OR SUPPLEMENTS TO OR OTHER MODIFICATIONS TO, ANY SECURITY DOCUMENT (INCLUDING
BUT NOT LIMITED TO ANY MORTGAGES), AND TO MAKE OR CONSENT TO ANY FILINGS OR TAKE
ANY OTHER ACTIONS IN CONNECTION THEREWITH, AS MAY BE REASONABLY DEEMED BY THE
PARENT BORROWER TO BE NECESSARY OR REASONABLY DESIRABLE FOR ANY LIEN ON THE
ASSETS OF ANY LOAN PARTY PERMITTED TO SECURE SUCH ADDITIONAL INDEBTEDNESS TO
BECOME A VALID, PERFECTED LIEN (WITH SUCH PRIORITY AS MAY BE DESIGNATED BY THE
RELEVANT LOAN PARTY OR SUBSIDIARY, TO THE EXTENT SUCH PRIORITY IS PERMITTED BY
THE LOAN DOCUMENTS) PURSUANT TO THE SECURITY DOCUMENT BEING SO AMENDED, AMENDED
AND RESTATED, RESTATED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED OR OTHERWISE.
10.18
USA PATRIOT ACT NOTICE.