INDENTURE AT A MUTUALLY AGREED-UPON TIME DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE PRIOR NOTICE; PROVIDED THAT THE COLLATERAL MANAGER SHALL NOT BE
OBLIGATED TO PROVIDE ACCESS TO ANY NON-PUBLIC INFORMATION IF THE COLLATERAL
MANAGER IN GOOD FAITH DETERMINES THAT THE DISCLOSURE OF SUCH INFORMATION WOULD
VIOLATE ANY APPLICABLE LAW, REGULATION OR CONTRACTUAL ARRANGEMENT.
THE
COLLATERAL MANAGER SHALL FOLLOW ITS CUSTOMARY PROCEDURES TO KEEP CONFIDENTIAL
ALL INFORMATION OBTAINED IN CONNECTION WITH THE SERVICES RENDERED HEREUNDER AND
SHALL NOT DISCLOSE ANY SUCH INFORMATION EXCEPT (I) WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD),
(II) SUCH INFORMATION AS THE RATING AGENCIES SHALL REASONABLY REQUEST IN
CONNECTION WITH THEIR RATING OR EVALUATION OF THE NOTES AND/OR THE COLLATERAL
MANAGER, AS APPLICABLE, (III) AS REQUIRED BY LAW, REGULATION, COURT ORDER OR THE
RULES, REGULATIONS, OR REQUEST OF ANY REGULATORY OR SELF-REGULATING
ORGANIZATION, BODY OR OFFICIAL (INCLUDING ANY SECURITIES EXCHANGE ON WHICH THE
NOTES MAY BE LISTED FROM TIME TO TIME) HAVING JURISDICTION OVER THE COLLATERAL
MANAGER OR AS OTHERWISE REQUIRED BY LAW OR JUDICIAL PROCESS, (IV) SUCH
INFORMATION AS SHALL HAVE BEEN PUBLICLY DISCLOSED OTHER THAN IN VIOLATION OF
THIS AGREEMENT, (V) TO ITS MEMBERS, OFFICERS, DIRECTORS, AND EMPLOYEES, AND TO
ITS ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISERS IN CONJUNCTION WITH
THE TRANSACTIONS DESCRIBED HEREIN, (VI) SUCH INFORMATION AS MAY BE NECESSARY OR
DESIRABLE IN ORDER FOR THE COLLATERAL MANAGER TO PREPARE, PUBLISH AND DISTRIBUTE
TO ANY PERSON ANY INFORMATION RELATING TO THE INVESTMENT PERFORMANCE OF THE
ASSETS, (VII) IN CONNECTION WITH THE ENFORCEMENT OF THE COLLATERAL MANAGER'S
RIGHTS HEREUNDER OR IN ANY DISPUTE OR PROCEEDING RELATED HERETO, (VIII) TO THE
TRUSTEE, (IX) TO THE EXTENT REQUIRED PURSUANT TO ANY HEDGE AGREEMENT OF THE
ISSUER AND (X) TO HOLDERS AND POTENTIAL PURCHASERS OF ANY OF THE SECURITIES.
Subject to compliance with the requirements of any law, rule or regulation
applicable to the Collateral Manager, nothing contained herein shall prevent the
Collateral Manager from discussing its activities hereunder in a general way in
the normal course of its business, including, without limitation, general
discussions with other Persons regarding its ability to act as a collateral
manager and its past performance in such capacity.
In addition, subject to
compliance with the requirements of any law, rule or regulation applicable to
the Collateral Manager, with respect to information that the Collateral Manager
obtains or develops regarding the Collateral Debt Securities or Eligible
Investments (including, without limitation, information regarding ratings,
yield, creditworthiness, financial condition and prospects of any issuer
thereof) in connection with the performance of its services hereunder, nothing
in this Section 10 shall prevent the Collateral Manager or its Affiliates, in
the conduct of their
14
respective businesses, from using such information or disclosing such
information to others so long as such other use does not, in its reasonable
judgment, disadvantage the Issuer.
Notwithstanding anything to the contrary
contained in this Agreement, all persons may disclose to any and all persons,
without limitation of any kind, the U.S.