AS A "REPORT" AND COLLECTIVELY, "REPORTS"), APPRAISALS WITH
RESPECT TO THE COLLATERAL AND FINANCIAL STATEMENTS WITH RESPECT TO PARENT AND
ITS SUBSIDIARIES RECEIVED BY AGENT;
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT AGENT (I) DOES NOT
MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY REPORT, APPRAISAL
OR FINANCIAL STATEMENT OR (II) SHALL NOT BE LIABLE FOR ANY INFORMATION CONTAINED
IN ANY REPORT, APPRAISAL OR FINANCIAL STATEMENT;
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE REPORTS ARE
NOT COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT AGENT OR ANY OTHER PARTY
PERFORMING ANY AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION
REGARDING BORROWERS AND GUARANTORS AND WILL RELY SIGNIFICANTLY UPON BORROWERS'
AND GUARANTORS' BOOKS AND RECORDS, AS WELL AS ON REPRESENTATIONS OF BORROWERS'
AND GUARANTORS' PERSONNEL; AND
(D)
AGREES TO KEEP ALL REPORTS CONFIDENTIAL AND STRICTLY FOR
ITS INTERNAL USE IN ACCORDANCE WITH THE TERMS OF SECTION 13.5 HEREOF, AND NOT TO
DISTRIBUTE OR USE ANY REPORT IN ANY OTHER MANNER.
12.11
COLLATERAL MATTERS.
(A)
AGENT MAY, AT ITS OPTION, FROM TIME TO TIME, AT ANY TIME
ON OR AFTER AN EVENT OF DEFAULT AND FOR SO LONG AS THE SAME IS CONTINUING OR
UPON ANY OTHER FAILURE OF A CONDITION
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PRECEDENT TO THE LOANS AND LETTERS OF CREDIT HEREUNDER, MAKE SUCH DISBURSEMENTS
AND ADVANCES ("SPECIAL AGENT ADVANCES") WHICH AGENT, IN ITS SOLE DISCRETION,
(I) DEEMS NECESSARY OR DESIRABLE EITHER TO PRESERVE OR PROTECT THE COLLATERAL OR
ANY PORTION THEREOF OR (II) TO ENHANCE THE LIKELIHOOD OR MAXIMIZE THE AMOUNT OF
REPAYMENT BY BORROWERS AND GUARANTORS OF THE LOANS AND OTHER OBLIGATIONS,
PROVIDED, THAT, (A) THE AGGREGATE PRINCIPAL AMOUNT OF THE SPECIAL AGENT ADVANCES
PURSUANT TO THIS CLAUSE (II) OUTSTANDING AT ANY TIME, PLUS THE THEN OUTSTANDING
PRINCIPAL AMOUNT OF THE ADDITIONAL LOANS AND LETTERS OF CREDIT WHICH AGENT MAY
MAKE OR PROVIDE AS SET FORTH IN SECTION 12.8 HEREOF, SHALL NOT EXCEED
$25,000,000 AND (B) THE AGGREGATE PRINCIPAL AMOUNT OF THE SPECIAL AGENT ADVANCES
PURSUANT TO THIS CLAUSE (II) OUTSTANDING AT ANY TIME, PLUS THE THEN OUTSTANDING
PRINCIPAL AMOUNT OF THE LOANS AND THE LETTER OF CREDIT OBLIGATIONS, SHALL NOT
EXCEED THE MAXIMUM CREDIT, OR (III) TO PAY ANY OTHER AMOUNT CHARGEABLE TO ANY
BORROWER OR GUARANTOR PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS CONSISTING OF (A) COSTS, FEES AND EXPENSES AND
(B) PAYMENTS TO ISSUING BANK IN RESPECT OF ANY LETTER OF CREDIT OBLIGATIONS.
THE SPECIAL AGENT ADVANCES SHALL BE REPAYABLE ON DEMAND AND TOGETHER WITH ALL
INTEREST THEREON SHALL CONSTITUTE OBLIGATIONS SECURED BY THE COLLATERAL.
SPECIAL AGENT ADVANCES SHALL NOT CONSTITUTE LOANS BUT SHALL OTHERWISE CONSTITUTE
OBLIGATIONS HEREUNDER.
INTEREST ON SPECIAL AGENT ADVANCES SHALL BE PAYABLE AT
THE INTEREST RATE THEN APPLICABLE TO PRIME RATE LOANS AND SHALL BE PAYABLE ON
DEMAND.
WITHOUT LIMITATION OF ITS OBLIGATIONS PURSUANT TO SECTION 6.11, EACH
LENDER AGREES THAT IT SHALL MAKE AVAILABLE TO AGENT, UPON AGENT'S DEMAND, IN
IMMEDIATELY AVAILABLE FUNDS, THE AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF
EACH SUCH SPECIAL