(to the extent, and only to the extent, so agreed by the Majority Lenders),
(m), (n), (o), (p), (s), (t), (u) and (v) (to the extent existing on the Entry
Date) of the definition of "Permitted Liens" and (c) such Obligor will use,
store, and maintain the Collateral owned by such Obligor with all reasonable
care.
The inclusion of proceeds in the Collateral shall not be deemed to
constitute the Agent's or any Lender's consent to any sale or other disposition
of the Collateral except as expressly permitted herein.
36
Section 6.5
Access and
Examination; Confidentiality.
(A)
THE AGENT (OR ITS REPRESENTATIVES AND/OR
ADVISORS) MAY AT REASONABLE TIMES DURING REGULAR BUSINESS HOURS AS MAY BE
REQUESTED BY THE AGENT UPON REASONABLE ADVANCE NOTICE, AND AT ANY TIME WHEN AN
EVENT OF DEFAULT EXISTS, UPON REASONABLE NOTICE TO THE BORROWERS HAVE ACCESS TO,
EXAMINE, AUDIT, MAKE EXTRACTS FROM OR COPIES OF, AND INSPECT ANY OR ALL OF THE
OBLIGORS' RECORDS, FILES, AND BOOKS OF ACCOUNT AND THE COLLATERAL, AND DISCUSS
THE OBLIGORS' AFFAIRS WITH EXECUTIVE OFFICERS OF ANY OBLIGOR.
(B)
THE AGENT AND EACH LENDER SEVERALLY AGREE TO
TAKE NORMAL AND REASONABLE PRECAUTIONS AND EXERCISE DUE CARE TO MAINTAIN THE
CONFIDENTIALITY OF ALL FINANCIAL INFORMATION AND OTHER INFORMATION RELATING TO
THE BORROWERS AND EACH DEBTOR, EXCEPT TO THE EXTENT THAT SUCH INFORMATION
(I) WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF
DISCLOSURE BY THE AGENT OR SUCH LENDER OR (II) WAS OR BECOMES AVAILABLE ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN A DEBTOR (SO LONG AS SUCH SOURCE
IS NOT KNOWN TO AGENT, SUCH LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES TO BE
BOUND BY CONFIDENTIALITY OBLIGATIONS TO ANY DEBTOR).
NOTWITHSTANDING THE
FOREGOING, THE AGENT AND ANY LENDER MAY DISCLOSE ANY SUCH INFORMATION
(1) PURSUANT TO ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY TO WHICH THE AGENT
OR SUCH LENDER IS SUBJECT OR IN CONNECTION WITH AN EXAMINATION OF THE AGENT OR
SUCH LENDER BY ANY SUCH GOVERNMENTAL AUTHORITY, (2) PURSUANT TO SUBPOENA OR
OTHER COURT PROCESS, (3) WHEN APPROPRIATE TO DO SO IN ACCORDANCE WITH THE
PROVISIONS OF ANY APPLICABLE LEGAL REQUIREMENT, (4) TO THE EXTENT REASONABLY
NECESSARY IN CONNECTION WITH ANY LITIGATION OR PROCEEDING BETWEEN OR AMONG ANY
OBLIGOR AND THE AGENT, ANY LENDER, OR THEIR RESPECTIVE AFFILIATES OR ANY OTHER
LITIGATION OR PROCEEDING TO WHICH THE AGENT, ANY LENDER, OR THEIR RESPECTIVE
AFFILIATES MAY BE PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT, OR ANY TRANSACTION CONTEMPLATED HEREIN, (5) TO THE EXTENT
REASONABLY REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY RIGHT OR REMEDY
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, (6) TO THE AGENT'S OR SUCH LENDER'S
DIRECTORS, OFFICERS, EMPLOYEES, MANAGERS,
INDEPENDENT AUDITORS, ACCOUNTANTS,
ATTORNEYS, AND OTHER PROFESSIONAL ADVISORS ON A "NEED TO KNOW" BASIS FOR USE IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (7) TO ANY
PROSPECTIVE PARTICIPANT OR ASSIGNEE, ACTUAL OR POTENTIAL AND (8) TO ITS
AFFILIATES
ON A