to the extent
reasonable to be consistent one with the other, but to the extent that the terms
and conditions hereof are actually inconsistent with the terms and conditions of
any other Loan Document, this Agreement shall govern.
13.22
Entire Agreement.
This Agreement, taken together with all of the
other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior agreements and understandings, written
and oral, relating to the subject matter hereof.
13.23
Confidentiality.
(A)
THE LENDERS SHALL HOLD ALL NONPUBLIC INFORMATION OBTAINED FROM ANY
LOAN PARTY PURSUANT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN
ACCORDANCE WITH SUCH LENDER'S CUSTOMARY PROCEDURES FOR HANDLING CONFIDENTIAL
INFORMATION OF THIS NATURE AND IN ACCORDANCE WITH SAFE AND SOUND BANKING
PRACTICES AND IN ANY EVENT ANY LENDER MAY MAKE DISCLOSURE (I) TO ITS AFFILIATES
OR TO ANY OTHER LENDER, (II) TO ITS ACCOUNTANTS, ATTORNEYS AND OTHER ADVISORS
WHO ARE NOTIFIED OF THE CONFIDENTIAL NATURE THEREOF (PROVIDED IN THE CASE OF (I)
AND (II) THAT SUCH PARTIES SHALL BE SUBJECT TO THE PROVISIONS OF THIS SECTION
13.23(A) TO THE SAME EXTENT AS SUCH LENDER), (III) AS REASONABLY REQUIRED BY A
BONA FIDE OFFEREE, TRANSFEREE OR PARTICIPANT (INCLUDING, FOR PURPOSES OF THIS
SECTION 13.23(A), ANY COUNTERPARTY OR PROSPECTIVE COUNTERPARTY TO ANY CREDIT
DEFAULT SWAP OR SIMILAR CREDIT DERIVATIVE TRANSACTION RELATING TO THE
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT) IN CONNECTION WITH THE
CONTEMPLATED TRANSFER OR PARTICIPATION, PROVIDED THAT ANY SUCH OFFEREE,
TRANSFEREE OR PARTICIPANT AGREES IN WRITING (AND REQUIRES ANY OF ITS OFFEREES,
TRANSFEREES OR PARTICIPANTS TO AGREE IN WRITING) TO COMPLY WITH THIS SECTION
13.23(A) OR AN EQUIVALENT THEREOF, (IV) AS REQUIRED OR REQUESTED BY ANY
GOVERNMENTAL AUTHORITY OR REPRESENTATIVE THEREOF, (V) PURSUANT TO ANY APPLICABLE
REQUIREMENT OF LAW OR LEGAL PROCESS, (VI) IN CONNECTION WITH THE EXERCISE OF ITS
REMEDIES HEREUNDER, OR (VII) TO THE EXTENT THE SAME HAS BECOME PUBLICLY
AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT.
IN NO EVENT
SHALL ANY LENDER BE OBLIGATED OR REQUIRED TO RETURN ANY MATERIALS FURNISHED BY
THE BORROWER OR ANY OTHER LOAN PARTY; PROVIDED, HOWEVER, EACH OFFEREE SHALL BE
REQUIRED TO AGREE THAT IF IT DOES NOT BECOME A TRANSFEREE OR PARTICIPANT IT
SHALL RETURN ALL MATERIALS FURNISHED TO IT BY THE BORROWER OR ANY OTHER LOAN
PARTY IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 13.23(A) OR
OTHERWISE IN THE LOAN DOCUMENTS, THE INFORMATION SUBJECT TO ANY CONFIDENTIALITY
REQUIREMENT SHALL NOT INCLUDE, AND THE ADMINISTRATIVE AGENT AND EACH LENDER MAY
DISCLOSE WITHOUT LIMITATION OF ANY KIND, ANY INFORMATION WITH RESPECT TO THE
"TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINION OR OTHER TAX ANALYSES) THAT ARE
PROVIDED TO THE ADMINISTRATIVE AGENT OR SUCH LENDER RELATING TO SUCH TAX
TREATMENT AND TAX STRUCTURE; PROVIDED THAT WITH RESPECT