DISCLOSURE.
SUBJECT TO SECTION 3.8(C),
BORROWER HEREBY IRREVOCABLY AUTHORIZES ADMINISTRATIVE AGENT AND EACH OF ITS
AFFILIATES, TO AT ANY TIME (WHETHER OR NOT AN EVENT OF DEFAULT SHALL HAVE
OCCURRED) OBTAIN FROM AND DISCLOSE TO EACH OTHER ANY AND ALL FINANCIAL AND OTHER
INFORMATION ABOUT BORROWER.
BORROWER FURTHER IRREVOCABLY AUTHORIZES
ADMINISTRATIVE AGENT TO CONTACT, INVESTIGATE, INQUIRE AND OBTAIN REFERENCES AND
OTHER INFORMATION ON BORROWER FROM CREDIT REPORTING SERVICES AND AGENCIES,
FORMER OR CURRENT CREDITORS, AND OTHER PERSONS AND SOURCES (INCLUDING, WITHOUT
LIMITATION, ANY AFFILIATE OF ADMINISTRATIVE AGENT) AND TO PROVIDE TO ANY
REFERENCES, CREDIT REPORTING SERVICES AND AGENCIES, CREDITORS AND OTHER PERSONS
AND SOURCES (INCLUDING, WITHOUT LIMITATION, AFFILIATES OF ADMINISTRATIVE AGENT)
ALL FINANCIAL, CREDIT AND OTHER INFORMATION OBTAINED BY ADMINISTRATIVE AGENT
RELATING TO BORROWER.
(C)
CONFIDENTIALITY.
EACH OF ADMINISTRATIVE
AGENT AND THE LENDERS AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION
(AS DEFINED BELOW), EXCEPT THAT INFORMATION MAY BE DISCLOSED (I) TO ITS AND ITS
AFFILIATES' DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, INCLUDING ACCOUNTANTS,
LEGAL COUNSEL AND OTHER ADVISORS (IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM
SUCH DISCLOSURE IS MADE WILL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH
INFORMATION AND INSTRUCTED TO KEEP SUCH INFORMATION CONFIDENTIAL), (II) TO THE
EXTENT REQUESTED BY ANY REGULATORY AUTHORITY, (III) TO THE EXTENT REQUIRED BY
APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS,
(IV) TO ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (V) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT OR ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER,
(VI) SUBJECT TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS
THOSE OF THIS SECTION, TO ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE
ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT, (VII) WITH THE CONSENT OF BORROWER OR (VIII) TO THE EXTENT SUCH
INFORMATION (A) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF
THIS SECTION OR (B) BECOMES AVAILABLE TO ADMINISTRATIVE AGENT OR ANY LENDER ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN ANY CREDIT PARTY.
FOR THE
PURPOSES OF THIS SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM ANY
CREDIT PARTY RELATING TO BORROWER OR ANY OTHER CREDIT PARTY AND THEIR
BUSINESSES, OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO ADMINISTRATIVE
AGENT OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY BORROWER
OR ANY OTHER CREDIT PARTY.
44
(D)
COMMUNICATIONS.
DELIVERY OF THE LOAN
AGREEMENT, INSTRUMENT, NOTICE OR OTHER DOCUMENT MAY, AT THE DISCRETION OF
ADMINISTRATIVE AGENT, BE BY ELECTRONIC TRANSMISSION.
EXCEPT AS REQUIRED BY LAW
OR OTHERWISE PROVIDED HEREIN OR IN A WRITING EXECUTED BY THE PARTY TO BE BOUND,
ALL NOTICES DEMANDS, REQUESTS, ACCOUNTINGS, LISTINGS, STATEMENTS, ADVICES OR
OTHER COMMUNICATIONS TO BE GIVEN UNDER THE LOAN DOCUMENTS SHALL BE IN WRITING,
AND SHALL BE SERVED EITHER PERSONALLY, BY DEPOSIT WITH A REPUTABLE OVERNIGHT
COURIER WITH