(A)
AGENT, EACH LENDER, TERM LENDER AND EACH
TRANSFEREE SHALL HOLD ALL NON-PUBLIC INFORMATION OBTAINED BY AGENT, SUCH LENDER,
TERM LENDER OR SUCH TRANSFEREE PURSUANT TO THE REQUIREMENTS OF THIS AGREEMENT IN
ACCORDANCE WITH AGENT'S, SUCH LENDER'S OR TERM LENDER'S AND SUCH TRANSFEREE'S
CUSTOMARY PROCEDURES FOR HANDLING CONFIDENTIAL INFORMATION OF THIS NATURE;
PROVIDED, HOWEVER, AGENT, EACH LENDER, TERM LENDER AND EACH TRANSFEREE MAY
DISCLOSE SUCH CONFIDENTIAL INFORMATION (I) TO ITS EXAMINERS, AFFILIATES, OUTSIDE
AUDITORS, COUNSEL AND OTHER PROFESSIONAL ADVISORS, (II) TO AGENT, ANY LENDER,
TERM LENDER, OR TO ANY PROSPECTIVE TRANSFEREES AND PURCHASING LENDERS WHICH
AGREE TO HOLD SUCH NON-PUBLIC INFORMATION CONFIDENTIAL IN A MANNER SIMILAR TO
THE PROVISIONS OF THIS SECTION 16.15, AND (III) AS REQUIRED OR REQUESTED BY ANY
GOVERNMENTAL BODY OR REPRESENTATIVE THEREOF OR PURSUANT TO LEGAL PROCESS;
PROVIDED, FURTHER THAT (X) UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR
COURT ORDER, AGENT, EACH LENDER, TERM LENDER AND EACH TRANSFEREE SHALL USE
REASONABLE EFFORTS PRIOR TO DISCLOSURE THEREOF, TO NOTIFY LOAN PARTIES OF THE
APPLICABLE REQUEST FOR DISCLOSURE OF SUCH NON-PUBLIC INFORMATION (A) BY A
GOVERNMENTAL BODY OR REPRESENTATIVE THEREOF (OTHER THAN ANY SUCH REQUEST IN
CONNECTION WITH AN EXAMINATION OF THE FINANCIAL CONDITION OF A LENDER, TERM
LENDER OR A TRANSFEREE BY SUCH GOVERNMENTAL BODY) OR (B) PURSUANT TO LEGAL
PROCESS AND (Y) IN NO EVENT SHALL AGENT, ANY LENDER, TERM LENDER OR ANY
TRANSFEREE BE OBLIGATED TO RETURN ANY MATERIALS FURNISHED BY ANY LOAN PARTY
OTHER THAN THOSE DOCUMENTS AND INSTRUMENTS IN POSSESSION OF AGENT OR ANY LENDER
OR TERM LENDER IN ORDER TO PERFECT ITS LIEN ON THE COLLATERAL ONCE THE
OBLIGATIONS HAVE BEEN PAID IN FULL AND THIS AGREEMENT HAS BEEN TERMINATED.
97
(B)
EACH LOAN PARTY ACKNOWLEDGES THAT FROM TIME
TO TIME FINANCIAL ADVISORY, INVESTMENT BANKING AND OTHER SERVICES MAY BE OFFERED
OR PROVIDED TO SUCH LOAN PARTY OR ONE OR MORE OF ITS AFFILIATES (IN CONNECTION
WITH THIS AGREEMENT OR OTHERWISE) BY ANY LENDER, OR BY ONE OR MORE SUBSIDIARIES
OR AFFILIATES OF SUCH LENDER, AND EACH LOAN PARTY HEREBY AUTHORIZES EACH LENDER
TO SHARE ANY INFORMATION DELIVERED TO SUCH LENDER BY SUCH LOAN PARTY AND ITS
SUBSIDIARIES PURSUANT TO THIS AGREEMENT, OR IN CONNECTION WITH THE DECISION OF
SUCH LENDER TO ENTER INTO THIS AGREEMENT, TO ANY SUCH SUBSIDIARY OR AFFILIATE OF
SUCH LENDER, IT BEING UNDERSTOOD THAT ANY SUCH SUBSIDIARY OR AFFILIATE OF ANY
LENDER RECEIVING SUCH INFORMATION SHALL BE BOUND BY THE PROVISION OF THIS
SECTION 16.15 AS IF IT WERE A LENDER HEREUNDER.
SUCH AUTHORIZATION SHALL
SURVIVE THE REPAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
16.16.
Publicity.
Each Loan Party hereby authorizes Agent, in consultation with the Borrower, to
make appropriate announcements of the financial arrangement entered into among
Loan Parties, Agent and Lenders, including, without limitation, announcements
which are commonly known as tombstones, in such publications and to such
selected parties as Agent shall in its sole and absolute discretion deem
appropriate.
In addition, each Loan Party authorizes Agent to include such Loan