ALL
LENDERS, AS APPLICABLE, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS RELATING TO THE COLLATERAL AND THE EXERCISE BY AGENT,
REQUIRED LENDERS, OR ALL LENDERS, AS APPLICABLE, OF THEIR RESPECTIVE POWERS SET
FORTH THEREIN OR HEREIN, TOGETHER WITH SUCH OTHER POWERS THAT ARE REASONABLY
INCIDENTAL THERETO, SHALL BE BINDING UPON ALL OF THE LENDERS.
17.16
Field Audits and Examination Reports; Confidentiality;
Disclaimers by Lenders; Other Reports and Information.
By signing this
Agreement, each Lender:
(A)
IS DEEMED TO HAVE REQUESTED THAT AGENT
FURNISH SUCH LENDER, PROMPTLY AFTER THE SAME BECOME AVAILABLE, COPIES OF ALL
FINANCIAL STATEMENTS, REPORTS AND CERTIFICATES REQUIRED TO BE DELIVERED BY
ADMINISTRATIVE BORROWER UNDER SECTIONS 6.2, 6.4 AND 6.15 OF THIS AGREEMENT, AND
A COPY OF EACH FIELD AUDIT OR EXAMINATION REPORT (EACH A "REPORT" AND
COLLECTIVELY, "REPORTS") RECEIVED BY AGENT, AND AGENT SHALL SO FURNISH EACH
LENDER WITH SUCH REPORTS;
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT AGENT
(I) DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY
REPORT, AND (II) SHALL NOT BE LIABLE FOR ANY INFORMATION CONTAINED IN ANY
REPORT;
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE
REPORTS ARE NOT COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT AGENT OR OTHER PARTY
PERFORMING ANY AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION
REGARDING BORROWERS AND WILL RELY SIGNIFICANTLY UPON BOOKS AND RECORDS, AS WELL
AS ON REPRESENTATIONS OF BORROWERS' PERSONNEL;
(D)
AGREES TO KEEP ALL REPORTS AND OTHER
MATERIAL INFORMATION OBTAINED BY IT PURSUANT TO THE REQUIREMENTS OF THIS
AGREEMENT IN ACCORDANCE WITH ITS REASONABLE CUSTOMARY PROCEDURES FOR HANDLING
CONFIDENTIAL INFORMATION; IT BEING UNDERSTOOD AND AGREED BY BORROWERS THAT IN
ANY EVENT SUCH LENDER MAY MAKE DISCLOSURES (I) REASONABLY REQUIRED BY ANY BONA
FIDE
85
POTENTIAL OR ACTUAL ASSIGNEE, TRANSFEREE, OR PARTICIPANT IN CONNECTION WITH ANY
CONTEMPLATED OR ACTUAL ASSIGNMENT OR TRANSFER BY SUCH LENDER OF AN INTEREST
HEREIN OR ANY PARTICIPATION INTEREST IN SUCH LENDER'S RIGHTS HEREUNDER, (II) OF
INFORMATION THAT HAS BECOME PUBLIC BY DISCLOSURES MADE BY PERSONS OTHER THAN
SUCH LENDER, ITS AFFILIATES, ASSIGNEES, TRANSFEREES, OR PARTICIPANTS, (III) AS
REQUIRED OR REQUESTED BY ANY COURT, GOVERNMENTAL OR ADMINISTRATIVE AGENCY,
PURSUANT TO ANY SUBPOENA OR OTHER LEGAL PROCESS, OR BY ANY LAW, STATUTE,
REGULATION, OR COURT ORDER, OR (IV) TO EXAMINERS, AUDITORS, AND INVESTIGATORS
HAVING REGULATORY AUTHORITY OVER SUCH LENDER; PROVIDED, HOWEVER, THAT, UNLESS
PROHIBITED BY APPLICABLE LAW, STATUTE, REGULATION, OR COURT ORDER, SUCH LENDER
SHALL NOTIFY ADMINISTRATIVE BORROWER OF ANY REQUEST BY ANY COURT, GOVERNMENTAL
OR ADMINISTRATIVE AGENCY, OR PURSUANT TO ANY SUBPOENA OR OTHER LEGAL PROCESS,
FOR DISCLOSURE OF ANY NON-PUBLIC MATERIAL INFORMATION PURSUANT TO CLAUSE (III)
OF THIS SECTION 17.16(D) CONCURRENT WITH, OR WHERE PRACTICABLE, PRIOR TO THE
DISCLOSURE THEREOF; AND
(E)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT, AGREES:
(I) TO
HOLD AGENT AND ANY SUCH OTHER LENDER PREPARING A REPORT HARMLESS FROM ANY ACTION
THE INDEMNIFYING LENDER MAY TAKE OR CONCLUSION THE INDEMNIFYING LENDER MAY REACH
OR DRAW FROM ANY REPORT IN CONNECTION WITH