PROSPECTIVE LENDER OR PARTICIPANT
OR ANY AFFILIATE OF ANY LENDER OR PARTICIPANT. EACH BORROWER AND GUARANTOR
HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ALL ACCOUNTANTS OR AUDITORS TO DELIVER
TO ADMINISTRATIVE AGENT, AT BORROWERS' EXPENSE, UPON ADMINISTRATIVE AGENT'S
REQUEST, COPIES OF THE FINANCIAL STATEMENTS OF ANY BORROWER AND GUARANTOR AND
ANY REPORTS OR MANAGEMENT LETTERS PREPARED BY SUCH ACCOUNTANTS OR AUDITORS ON
BEHALF OF ANY BORROWER OR GUARANTOR AND TO DISCLOSE TO ADMINISTRATIVE AGENT AND
LENDERS UPON ADMINISTRATIVE AGENT'S REQUEST SUCH INFORMATION AS THEY MAY HAVE
REGARDING THE BUSINESS OF ANY BORROWER AND GUARANTOR. SO LONG AS NO DEFAULT OR
EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, ADMINISTRATIVE
AGENT SHALL NOT EXERCISE ITS RIGHT UNDER THIS SECTION 9.6 TO CONTACT THE
ACCOUNTANTS AND AUDITORS DIRECTLY TO OBTAIN INFORMATION FROM THEM NOT RELATING
TO THE COLLATERAL WITHOUT THE PRIOR APPROVAL OF LEAD BORROWER, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. ANY DOCUMENTS,
SCHEDULES, INVOICES OR OTHER PAPERS DELIVERED TO ADMINISTRATIVE AGENT OR ANY
LENDER MAY BE DESTROYED OR OTHERWISE DISPOSED OF BY ADMINISTRATIVE AGENT OR SUCH
LENDER ONE (1) YEAR AFTER THE SAME ARE DELIVERED TO ADMINISTRATIVE AGENT OR SUCH
LENDER, EXCEPT AS OTHERWISE DESIGNATED BY LEAD BORROWER TO ADMINISTRATIVE AGENT
OR SUCH LENDER IN WRITING.
(E)
DOCUMENTS REQUIRED TO BE DELIVERED PURSUANT TO SECTIONS 9.6(A)(I) AND
(II) OR SECTION 9.6(C) (TO THE EXTENT ANY SUCH DOCUMENTS ARE INCLUDED IN
MATERIALS OTHERWISE FILED WITH THE SEC) MAY BE DELIVERED ELECTRONICALLY AND IF
SO DELIVERED, SHALL BE DEEMED TO HAVE BEEN DELIVERED ON THE DATE (I) ON WHICH
PARENT OR ANY OTHER BORROWER OR GUARANTOR POSTS SUCH DOCUMENTS, OR PROVIDES A
LINK THERETO ON PARENT'S OR SUCH OTHER BORROWER'S OR GUARANTOR'S WEBSITE ON THE
INTERNET AT THE WEBSITE ADDRESS LISTED ON SCHEDULE 9.6(E); OR (II) ON WHICH SUCH
DOCUMENTS ARE POSTED ON PARENT'S OR ANY OTHER BORROWER'S OR GUARANTOR'S BEHALF
ON AN INTERNET OR INTRANET WEBSITE, IF ANY, TO WHICH EACH LENDER AND THE
ADMINISTRATIVE AGENT HAVE ACCESS (WHETHER A COMMERCIAL, THIRD-PARTY WEBSITE OR
WHETHER SPONSORED BY THE ADMINISTRATIVE AGENT); PROVIDED, THAT: (I) BORROWERS
AND GUARANTORS SHALL DELIVER PAPER COPIES OF SUCH DOCUMENTS TO THE
ADMINISTRATIVE AGENT OR ANY LENDER THAT REQUESTS THE BORROWERS AND GUARANTORS TO
DELIVER SUCH PAPER COPIES UNTIL A WRITTEN REQUEST TO CEASE DELIVERING PAPER
COPIES IS GIVEN BY THE ADMINISTRATIVE AGENT OR SUCH LENDER AND (II) LEAD
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT AND EACH LENDER (BY TELECOPIER OR
ELECTRONIC MAIL) OF THE POSTING OF ANY SUCH DOCUMENTS AND PROVIDE TO THE
ADMINISTRATIVE AGENT BY ELECTRONIC MAIL ELECTRONIC VERSIONS (I.E., SOFT COPIES)
OF SUCH DOCUMENTS.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN EVERY INSTANCE
THE BORROWERS AND GUARANTORS SHALL BE REQUIRED TO PROVIDE PAPER COPIES OF THE
COMPLIANCE CERTIFICATES TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
SHALL HAVE NO OBLIGATION TO REQUEST THE DELIVERY OR TO MAINTAIN COPIES OF THE
DOCUMENTS REFERRED TO ABOVE, AND IN ANY EVENT SHALL HAVE NO RESPONSIBILITY TO
MONITOR COMPLIANCE BY BORROWERS AND GUARANTORS WITH ANY SUCH REQUEST FOR