ANY OF THE TERMS THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY PRIOR
TO ITS USE, DISCLOSURE OR DISTRIBUTION, AND AGENT AND EACH LENDER RESERVES THE
RIGHT TO REVIEW AND APPROVE IN ADVANCE (WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED) ALL SUCH MATERIALS.
THE CREDIT PARTIES SHALL NOT, AND
SHALL NOT PERMIT ANY OF THEIR SUBSIDIARIES TO, USE EITHER AGENT'S OR ANY
LENDER'S NAME (OR THE NAME OF ANY
57
OF AGENT'S OR ANY LENDER'S AFFILIATES) IN CONNECTION WITH ANY OF ITS BUSINESS;
PROVIDED, THAT BORROWER MAY DISCLOSE THE LENDERS' NAMES, THE AGGREGATE PRINCIPAL
AMOUNT OF THE LOAN OUTSTANDING AND OTHER PRINCIPAL TERMS OF SUCH LOAN TO (X) ITS
SHAREHOLDERS AND OTHER EQUITY OWNERS AND PROSPECTIVE PURCHASERS OF DEBT OR
EQUITY SECURITIES OF BORROWER AND (Y) GOVERNMENTAL AUTHORITIES REGULATING THE
BUSINESS IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS.
NOTHING CONTAINED IN
ANY LOAN DOCUMENT IS INTENDED TO PERMIT OR AUTHORIZE ANY CREDIT PARTY OR ANY OF
ITS SUBSIDIARIES TO CONTRACT ON BEHALF OF AGENT OR ANY LENDER.
NOTWITHSTANDING
THE FOREGOING, COPIES OF THE LOAN DOCUMENTS AND INFORMATION CONCERNING THE
APPLICABLE PROVISIONS OF SUCH LOAN DOCUMENTS MAY BE DELIVERED TO EACH HOLDER OF
THE SUBORDINATED NOTES IN CONNECTION WITH MATTERS RELATING TO THE SELLER
SUBORDINATION AGREEMENT.
(B)
AGENT AND EACH LENDER AGREE TO EXERCISE
THEIR BEST EFFORTS TO MAINTAIN IN CONFIDENCE, IN ACCORDANCE WITH ITS CUSTOMARY
PROCEDURES FOR HANDLING CONFIDENTIAL INFORMATION, ALL NON-PUBLIC INFORMATION
THAT ANY CREDIT PARTY OR SUBSIDIARY THEREOF FURNISHES TO AGENT OR SUCH LENDER ON
A CONFIDENTIAL BASIS CLEARLY IDENTIFIED AS SUCH ("CONFIDENTIAL INFORMATION"),
OTHER THAN ANY SUCH CONFIDENTIAL INFORMATION THAT BECOMES GENERALLY AVAILABLE TO
THE PUBLIC OTHER THAN AS A RESULT OF A BREACH BY AGENT OR ANY LENDER OF ITS
OBLIGATIONS HEREUNDER OR THAT IS OR BECOMES AVAILABLE TO AGENT OR ANY LENDER
FROM A SOURCE OTHER THAN A CREDIT PARTY AND THAT IS NOT, TO THE ACTUAL KNOWLEDGE
OF THE RECIPIENT THEREOF, SUBJECT TO OBLIGATIONS OF CONFIDENTIALITY WITH RESPECT
THERETO; PROVIDED, HOWEVER, THAT AGENT AND EACH LENDER SHALL, IN ANY EVENT, HAVE
THE RIGHT TO DELIVER COPIES OF ANY SUCH INFORMATION, AND TO DISCLOSE ANY SUCH
INFORMATION, TO:
(I)
ITS AFFILIATES, LENDERS, FUNDING OR FINANCING
SOURCES (OR ITS AFFILIATES' OR LENDERS' FUNDING OR FINANCING SOURCES), PORTFOLIO
MANAGEMENT SERVICES AND PARTNERS THAT ARE OBLIGATED TO MAINTAIN THE
CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION;
(II)
DIRECTORS, OFFICERS, TRUSTEES, EMPLOYEES, AGENTS,
ATTORNEYS, PROFESSIONAL CONSULTANTS, AND RATING AGENCIES;
(III)
ANY OTHER LENDER AND ANY SUCCESSOR AGENT;
(IV)
(A) SUBJECT TO PROVISIONS SUBSTANTIALLY SIMILAR TO
THOSE CONTAINED IN THIS SECTION 12.10, ANY POTENTIAL TRANSFEREE OR PARTICIPANT,
OR (B) ANY PERSON IF THE DISCLOSURE CONSISTS OF GENERAL PORTFOLIO INFORMATION
AND DOES NOT IDENTIFY ANY CREDIT PARTY SPECIFICALLY BY NAME;
(V)
ANY REGULATORY AUTHORITY OR EXAMINER, OR ANY
INSURANCE INDUSTRY ASSOCIATION, REGULATING OR HAVING JURISDICTION OVER AGENT OR
ANY LENDER AND REQUIRING OR REQUESTING SUCH DISCLOSURE; AND
(VI)
ANY OTHER PERSON TO WHICH SUCH DELIVERY OR DISCLOSURE
MAY BE NECESSARY (A) IN COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION OR
ORDER,