Common use of Access and Examination; Confidentiality Clause in Contracts

Access and Examination; Confidentiality. (a) The Secured Party may at all reasonable times and upon reasonable notice, have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtor's records, files, and books of account and the Collateral, and discuss the Debtor's affairs with the Debtor's officers, management and internal and external auditors and accountants. The Debtor will deliver to the Secured Party any instrument necessary for the Secured Party to obtain records from any service bureau maintaining records for the Debtor. The Secured Party may, at any time when an Event of Default exists, and at the Debtor's expense, make copies of all of the Debtor's books and records, or require the Debtor to deliver such copies to the Secured Party. The Secured Party may, without expense to the Secured Party, but without materially disrupting the Debtor's business, use such of the Debtor's supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise. (b) The Secured Party agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Loan Document, and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that such source is not bound by a confidentiality agreement with the Debtor known to the Secured Party; provided, however, that the Secured Party may disclose such information (1) at the request or pursuant to any requirement of any governmental authority to which the Secured Party is subject or in connection with an examination of the Secured Party by any such governmental authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable requirement of law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured Party, or their respective affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of Default; (6) to the Secured Party's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Document; (7) to any affiliate of the Secured Party and to any participant in or assignee of, or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Note, provided that such affiliate, participant or assignee agrees to keep such information confidential to the same extent required of the Secured Party hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied by any Lender which so elects, may at all reasonable times during regular business hours (and upon reasonable notice, at any time when a Default or Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtorany Loan Party's records, files, and books of account and the Collateral, and discuss the Debtorany Loan Party's affairs with such Loan Party's officers and management; PROVIDED that the Debtor's officers, management Agent may not conduct more than three audits in any Fiscal Year (except that there shall be no limit to the number of audits commenced during the continuance of a Default or Event of Default and internal and external auditors and accountantsany audits commenced during the continuance of a Default or Event of Default shall not count towards such limit of three audits in any Fiscal Year). The Debtor Each Loan Party will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the Debtorsuch Loan Party. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when an a Default or Event of Default exists, and at the Debtor's Borrowers' expense, make copies of all of the Debtor's books and recordsrecords of any Loan Party, or require the Debtor each Loan Party to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtoreach Loan Party's personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party Agent shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing)time, in the Secured PartyAgent's name or in the name of a nominee of the Secured PartyAgent, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory Inventory, or other Collateral, by mail, telephone telephone, or otherwise. (b) The Secured Each Loan Party agrees that, subject to such Loan Party's prior consent for uses other than in a traditional tombstone, which consent shall not be unreasonably withheld or delayed, the Agent and each Lender may use each Loan Party's name in advertising and promotional material and in conjunction therewith disclose the general terms of this Agreement. The Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor such Loan Party, under this Agreement or any other Loan Document, and neither the Secured Party Agent, nor such Lender nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtora Loan Party, provided that such source is not bound by a confidentiality agreement with the Debtor a Loan Party known to the Secured PartyAgent or such Lender, or (iii) was pre-cleared by any Loan Party as not confidential or as being permitted to be disclosed to others; providedPROVIDED, howeverHOWEVER, that the Secured Party Agent and any Lender may disclose such information (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityGovernmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable requirement of law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of DefaultDocument; (6) to the Secured PartyAgent's or such Lender's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Documentadvisors; (7) to any affiliate of the Secured Party and to any participant in prospective Participating Lender or assignee ofunder any Assignment and Acceptance, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant prospective Participating Lender or assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor Loan Party is party or is deemed party with the Secured Party; providedAgent or such Lender, that, in the case of clauses and (19) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5Affiliates.

Access and Examination; Confidentiality. (a) The Secured Party Agent (or its representatives and/or advisors) may at all reasonable times and during regular business hours as may be requested by the Agent upon reasonable advance notice, and at any time when an Event of Default exists, upon reasonable notice to the Borrowers have access to, examine, audit, make extracts from or copies of of, and inspect any or all of the Debtor's Obligors’ records, files, and books of account and the Collateral, and discuss the Debtor's Obligors’ affairs with the Debtor's officers, management and internal and external auditors and accountants. The Debtor will deliver to the Secured Party executive officers of any instrument necessary for the Secured Party to obtain records from any service bureau maintaining records for the Debtor. The Secured Party may, at any time when an Event of Default exists, and at the Debtor's expense, make copies of all of the Debtor's books and records, or require the Debtor to deliver such copies to the Secured Party. The Secured Party may, without expense to the Secured Party, but without materially disrupting the Debtor's business, use such of the Debtor's supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwiseObligor. (b) The Secured Party agrees Agent and each Lender severally agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all financial information provided and other information relating to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Loan Document, Borrowers and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documentseach Debtor, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, Agent or such Lender or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that a Debtor (so long as such source is not known to Agent, such Lender or any of their respective Affiliates to be bound by a confidentiality agreement with obligations to any Debtor). Notwithstanding the Debtor known to foregoing, the Secured Party; provided, however, that the Secured Party Agent and any Lender may disclose any such information (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authority; Governmental Authority, (2) pursuant to subpoena or other court process; , (3) when required appropriate to do so in accordance with the provisions of any applicable requirement of law; Legal Requirement, (4) to the extent reasonably required necessary in connection with any litigation or proceeding (including, but not limited tobetween or among any Obligor and the Agent, any bankruptcy proceeding) to which the Secured PartyLender, or their respective affiliates Affiliates or any other litigation or proceeding to which the Agent, any Lender, or their respective Affiliates may be party; party arising out of or related to this Agreement, any other Loan Document, or any transaction contemplated herein, (5) to the extent reasonably required in connection with the exercise of any right or remedy hereunder or under any other Loan Document following the occurrenceDocument, and during the continuance of, an Event of Default; (6) to the Secured Party's Agent’s or such Lender’s directors, officers, employees, managers, independent auditors, accountants, attorneys attorneys, and other professional advisors on a “need to know” basis for use in connection with this Agreement and the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Document; Documents, (7) to any affiliate of the Secured Party and to any participant in prospective Participant or assignee ofAssignee, actual or potential participant and (8) to its Affiliates on a “need to know” basis for use in or assignee of, connection with this Agreement and the Secured Party's rights and obligations under the Promissory Note, other Loan Documents; provided that such affiliatethe receiving parties pursuant to subsections (6), participant or assignee agrees (7) and (8) above, agree to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person obligations of the provisions of each party contained in this Section 2.56.5(b) shall continue for a period of three (3) years after such party ceases to be a party to this Agreement.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied by any Lender which so elects, may at all reasonable times and upon reasonable notice, have access to, examine, audit, make extracts from or copies of and inspect any or all of the DebtorBorrower's records, files, and books of account and the Collateral, and discuss the DebtorBorrower's affairs with the DebtorBorrower's officers, management officers and internal and external auditors and accountantsmanagement. The Debtor Borrower will deliver to the Secured Party Agent promptly upon the Agent's request, any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the DebtorBorrower. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when during the continuation of an Event of Default exists, and at the DebtorBorrower's expense, make copies of all of the DebtorBorrower's books and records, or require the Debtor Borrower to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the DebtorBorrower's respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party During the continuation of an Event of Default, the Agent shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing)time, in the Secured PartyAgent's name or in the name of a nominee of the Secured PartyAgent, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, Accounts by mail, telephone telephone, or otherwise. (b) The Secured Party agrees Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor Borrower, under this Agreement or any other Loan Document, and neither the Secured Party Agent, nor such Lender nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the DebtorBorrower, provided that such source is not bound by a confidentiality agreement with the Debtor Borrower or other obligation of confidentiality known to the Secured PartyAgent or such Lender; provided, however, that the Secured Party Agent and any Lender may disclose such information (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityGovernmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable requirement of law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of DefaultDocument; (6) to the Secured PartyAgent's or such Lender's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement who are advised of the Secured Party's rights confidentiality of such information; and remedies hereunder or under any other Loan Document; (7) to any affiliate of the Secured Party and to any participant in prospective Participant or assignee ofunder any Assignment and Acceptance, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant prospective Participant or assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; . The Agent and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) aboveeach Lender shall, to the extent permitted lawful and practicable, notify the Borrower prior to disclosing any information under subclauses (1), (2), (3), (4) and (5); however, a failure by applicable law, the Debtor has had reasonable notice Agent or a Lender so to notify the Borrower shall not prevent the disclosure of such examination, proceeding information in accordance with this Agreement nor result in any liability to the Agent or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5Lender.

Access and Examination; Confidentiality. (a) The Secured Party Agent may at all reasonable times and during regular business hours as may be requested by the Agent upon reasonable advance notice, and at any time when an Event of Default exists, upon reasonable notice to the Borrowers have access to, examine, audit, make extracts from or copies of of, and inspect any or all of the Debtor's Obligors’ records, files, and books of account and the Collateral, and discuss the Debtor's Obligors’ affairs with the Debtor's officers, management and internal and external auditors and accountants. The Debtor will deliver to the Secured Party executive officers of any instrument necessary for the Secured Party to obtain records from any service bureau maintaining records for the Debtor. The Secured Party may, at any time when an Event of Default exists, and at the Debtor's expense, make copies of all of the Debtor's books and records, or require the Debtor to deliver such copies to the Secured Party. The Secured Party may, without expense to the Secured Party, but without materially disrupting the Debtor's business, use such of the Debtor's supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwiseObligor. (b) The Secured Party agrees Agent and each Lender severally agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all financial information provided and other information relating to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Loan Document, Borrowers and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documentseach Obligor, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, Agent or such Lender or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that an Obligor (so long as such source is not known to Agent, such Lender or any of their respective Affiliates to be bound by a confidentiality agreement with obligations to any Obligor). Notwithstanding the Debtor known to foregoing, the Secured Party; provided, however, that the Secured Party Agent and any Lender may disclose any such information (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authority; Governmental Authority, (2) pursuant to subpoena or other court process; , (3) when required appropriate to do so in accordance with the provisions of any applicable requirement of law; Legal Requirement, (4) to the extent reasonably required necessary in connection with any litigation or proceeding (including, but not limited tobetween or among any Obligor and the Agent, any bankruptcy proceeding) to which the Secured PartyLender, or their respective affiliates Affiliates or any other litigation or proceeding to which the Agent, any Lender, or their respective Affiliates may be party; party arising out of or related to this Agreement, any other Loan Document, or any transaction contemplated herein, (5) to the extent reasonably required in connection with the exercise of any right or remedy hereunder or under any other Loan Document following the occurrenceDocument, and during the continuance of, an Event of Default; (6) to the Secured Party's Agent’s or such Lender’s independent auditors, accountants, attorneys attorneys, and other professional advisors in connection with the preparationadvisors, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Document; (7) to any affiliate of the Secured Party and to any participant in prospective Participant or assignee ofAssignee, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Note, (8) to its Affiliates; provided that such affiliatethe receiving parties pursuant to subsections (6), participant or assignee agrees (7) and (8) above, agree to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person obligations of the provisions of each party contained in this Section 2.56.5(b) shall continue for a period of 3 years after such party ceases to be a party to this Agreement.

Access and Examination; Confidentiality. (a) The Secured Party Agent may at all reasonable times during regular business hours, and upon reasonable noticeat any time when a Default or Event of Default exists, have access to, examine, audit, make extracts from or copies of of, and inspect any or all of the Debtor's Borrowers’ records, files, and books of account and the Collateral, and discuss the Debtor's Loan Borrowers’ affairs with the Debtor's officers, officers and management and internal and external auditors and accountantsof any Borrower. The Debtor Each Borrower will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the Debtorsuch Borrower. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when an a Default or Event of Default exists, and at the Debtor's Borrowers’ expense, make copies of all of the Debtor's Borrowers’ books and records, or require the Debtor any Borrower to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtor's Borrowers’ respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured Party's Agent’s Liens. The Secured Party Agent shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing)time, in the Secured Party's Agent’s name or in the name of a nominee of the Secured PartyAgent, to verify with commercially reasonable frequency the validity, amount amount, or any other matter relating to the Accounts, Inventory Borrowers’ Accounts or inventory or the other Collateral, by mail, telephone telephone, or otherwise. (b) The Secured Party agrees Agent and each Lender severally agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all financial information and other information identified or marked as “confidential” or “secret” by any Borrower and provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor a Borrower, under this Agreement or any other Loan Document, and neither the Secured Party nor any of their respective Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than a Borrower. Notwithstanding the Debtorforegoing, provided that such source is not bound by a confidentiality agreement with the Debtor known to the Secured Party; provided, however, that the Secured Party Agent and any Lender may disclose any such information (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authority; Governmental Authority, (2) pursuant to subpoena or other court process; , (3) when required to do so in accordance with the provisions of any applicable requirement Requirement of law; Law, (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which between or among any Borrower and the Secured PartyAgent, any Lender, or their respective affiliates Affiliates or any other litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Agent, any Lender, or their respective Affiliates may be party; party arising out of or related to this Agreement, any other Loan Document, or any transaction contemplated herein, (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrenceDocument, and during the continuance of, an Event of Default; (6) to the Secured Party's Agent’s or such Lender’s independent auditors, accountants, attorneys attorneys, and other professional advisors in connection with the preparationadvisors, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Document; (7) to any affiliate of the Secured Party and to any participant in prospective Participant or assignee ofAssignee, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant prospective Participant or assignee Assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and , (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor Borrower is party or is deemed party with the Secured Party; providedAgent or such Lender, that, in the case of clauses and (19) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5Affiliates.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied --------------------------------------- by any Lender which so elects, may at all reasonable times during regular business hours and upon reasonable notice, at least two Business Day's advance notice to ABT(and at any time and without notice when a Default or Event of Default exists and is continuing) have access to, examine, audit, make extracts from or copies of and inspect any or all of the DebtorBorrower's records, files, and books of account and the Collateral, and discuss the Debtorany Borrower's affairs with the Debtorsuch Borrower's officers, management officers and internal and external auditors and accountantsmanagement. The Debtor Each Borrower will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the DebtorBorrower. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when an a Default or Event of Default exists, and at the Debtor's Borrowers' expense, make copies of all of the Debtor's Borrowers' books and records, or require the Debtor each Borrower to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtor's Borrowers' respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party Agent shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing)time, in the Secured PartyAgent's name or in the name of a nominee of the Secured PartyAgent, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory Inventory, or other Collateral, by mail, telephone telephone, or otherwise. (b) The Secured Party Each Borrower agrees that, subject to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to or obtained by the Secured Party or by or on behalf of the Debtor under this Agreement or any other Loan Document, and neither the Secured Party nor any of their respective Affiliates shall use any such information Borrower's prior consent for uses other than in connection with or in enforcement of this Agreement and the other Loan Documentsa traditional tombstone, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured Party, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtor, provided that such source is not bound by a confidentiality agreement with the Debtor known to the Secured Party; provided, however, that the Secured Party may disclose such information which (1) at the request or pursuant to any requirement of any governmental authority Governmental Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityGovernmental Authority; (2) pursuant to subpoena or other court process; (3) when required to do so in accordance with the provisions of any applicable requirement of law; (4) to the extent reasonably required in connection with any litigation or proceeding and as required by court order (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of DefaultDocument; (6) to the Secured PartyAgent's or such Lender's independent auditors, accountants, attorneys and other professional advisors in connection with provided they agree to maintain the preparation, negotiation, amendment or other modification, or enforcement confidentiality of the Secured Party's rights and remedies hereunder or under any other Loan Documentsuch information; (7) to any affiliate of the Secured Party and to any participant in prospective Participant or assignee ofunder any Assignment and Acceptance, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant prospective Participant or assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor the Borrower is party or is deemed party with the Secured Party; providedAgent or such Lender, thatand (9) to its Affiliates. With respect to any disclosure under subsections (2), in the case of clauses (1) through (4) and (5) above, to the extent permitted by applicable law, Agent shall notify the Debtor has had reasonable notice Borrowers as promptly as practicable of the receipt of a request for disclosure and furnish Borrowers with a copy of such examination, proceeding request or litigation giving rise legal process and comply and cooperate with Borrowers' reasonable requests and attempts to maintain the confidentiality of such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5information.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied by any Lender which so elects, may at all reasonable times (and upon reasonable notice, at any time when a Default or Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtoreach Borrower's records, files, and books of account and the Collateral, and discuss the Debtoreach Borrower's affairs with such Borrower's officers and management. Prior to the Debtor's officers, management and internal and external auditors and accountantsTriggering Date such audits shall be limited to four during each twelve-month period. The Debtor Each Borrower will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the Debtorsuch Borrower. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when an a Default or Event of Default exists, and at the Debtor's Borrowers' expense, make copies of all of the Debtoreach Borrower's books and records, or require the Debtor Borrowers to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtor's Borrowers' respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise. (b) The Secured Party agrees Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by any Borrower and provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor such Borrower, under this Agreement or any other Loan Document, and neither the Secured Party Agent, nor such Lender nor any of their respective Affiliates affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i1) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii2) was or becomes available on a nonconfidential basis from a source other than the Debtorsuch Borrower, provided that such source is not bound by a confidentiality agreement with the Debtor such Borrower known to the Secured PartyAgent or such Lender; provided, however, that the Secured Party Agent and any Lender may disclose such information (1A) at the request or pursuant to any requirement of any governmental authority Public Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityPublic Authority; (2B) pursuant to subpoena or other court process; (3C) when required to do so in accordance with the provisions of any applicable requirement of law; (4D) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates may be party; (5E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of DefaultDocument; (6F) to the Secured PartyAgent's or such Lender's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Documentadvisors; (7G) to any affiliate of the Secured Party and Agent or such Lender, or to any participant in Participating Lender or assignee ofunder any Assignment and Acceptance, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant Participating Lender or assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) H) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor such Borrower is party or is deemed party with the Secured PartyAgent or such Lender; provided, thatfurther, that in the case of disclosures pursuant to the foregoing clauses (1A) through (4) above, to the extent permitted by applicable lawD), the Debtor has had reasonable notice of Agent or such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party Lender shall have no liability for notify the breach by any other Person applicable Borrower of the provisions disclosure as promptly as is reasonably practicable and cooperate with such Borrower in protecting the confidential nature of this Section 2.5the information which must be so disclosed.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied by any Lender which so elects, may at all reasonable times (and upon reasonable notice, at any time when a Default or Event of Default exists) have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtoreach Borrower's records, files, and books of account and the Collateral, and discuss the Debtoreach Borrower's affairs with the Debtorsuch Borrower's officers, management officers and internal and external auditors and accountantsmanagement. The Debtor Each Borrower will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the Debtorsuch Borrower. The Secured Party Agent may, and at the direction of the Majority Lenders shall, at any time when an a Default or Event of Default exists, and at the Debtor's Borrowers' expense, make copies of all of the Debtoreach Borrower's books and records, or require the Debtor Borrowers to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtor's Borrowers' respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise. (b) The Secured Party agrees Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by any Borrower and provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor such Borrower, under this Agreement or any other Loan Document, and neither the Secured Party Agent, nor such Lender nor any of their respective Affiliates affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtorsuch Borrower, provided that such source is not bound by a confidentiality agreement with the Debtor such Borrower known to the Secured PartyAgent or such Lender; provided, however, that the Secured Party Agent and any Lender may disclose such information (1A) at the request or pursuant to any requirement of any governmental authority Public Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityPublic Authority; (2B) pursuant to subpoena or other court process; (3C) when required to do so in accordance with the provisions of any applicable requirement of law; (4D) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates may be party; (5E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of DefaultDocument; (6F) to the Secured PartyAgent's or such Lender's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Documentadvisors; (7G) to any affiliate of the Secured Party and Agent or such Lender, or to any participant in Participating Lender or assignee ofunder any Assignment and Acceptance, actual or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Notepotential, provided that such affiliate, participant Participating Lender or assignee agrees to keep such information confidential to the same extent required of the Secured Party Agent and the Lenders hereunder; and (8) H) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor such Borrower is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of Agent or such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5Lender.

Access and Examination; Confidentiality. (a) The Secured Party Agent, accompanied by any Lender which so elects, may at all reasonable times and upon reasonable notice, have access to, examine, audit, make extracts from or copies of and inspect any or all of the Debtoreach Borrower's records, files, and books of account and the Collateral, and discuss the Debtoreach Borrower's affairs with the Debtorsuch Borrower's officers, management officers and internal and external auditors and accountantsmanagement. The Debtor Each Borrower will deliver to the Secured Party Agent any instrument necessary for the Secured Party Agent to obtain records from any service bureau maintaining records for the Debtorsuch Borrower. The Secured Party Agent may, at any time when an Event of Default exists, and at the Debtor's direction of the Majority Lenders shall, at the Borrowers' expense, make copies of all of the Debtoreach Borrower's books and records, or require the Debtor Borrowers to deliver such copies to the Secured PartyAgent. The Secured Party Agent may, without expense to the Secured Party, but without materially disrupting the Debtor's businessAgent, use such of the Debtor's Borrowers' respective personnel, supplies, and premises as may be reasonably necessary for maintaining or enforcing the Secured PartyAgent's Liens. The Secured Party shall have the right, at any time but only upon ten (10) Business Days' prior written notice to the Debtor (which notice shall not be required so long as an Event of Default shall be continuing), in the Secured Party's name or in the name of a nominee of the Secured Party, to verify with commercially reasonable frequency the validity, amount or any other matter relating to the Accounts, Inventory or other Collateral, by mail, telephone or otherwise. (b) The Secured Party agrees Agent and each Lender agree to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by any Borrower and provided to the Agent or obtained by the Secured Party or such Lender by or on behalf of the Debtor such Borrower, under this Agreement or any other Loan Document, and neither the Secured Party Agent, nor such Lender nor any of their respective Affiliates affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Secured PartyAgent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than the Debtorsuch Borrower, provided that such source is not bound by a confidentiality agreement with the Debtor such Borrower known to the Secured PartyAgent or such Lender; provided, however, that the Secured Party Agent and any Lender may disclose such information (1A) at the request or pursuant to any requirement of any governmental authority Public Authority to which the Secured Party Agent or such Lender is subject or in connection with an examination of the Secured Party Agent or such Lender by any such governmental authorityPublic Authority; (2B) pursuant to subpoena or other court process; (3C) when required to do so in accordance with the provisions of any applicable requirement of law; (4D) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Secured PartyAgent, any Lender or their respective affiliates may be party; (5E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document following the occurrence, and during the continuance of, an Event of Default; (6) to the Secured Party's independent auditors, accountants, attorneys and other professional advisors in connection with the preparation, negotiation, amendment or other modification, or enforcement of the Secured Party's rights and remedies hereunder or under any other Loan Document; (7) to any affiliate of the Secured Party and to any participant in or assignee of, or potential participant in or assignee of, the Secured Party's rights and obligations under the Promissory Note, provided that such affiliate, participant or assignee agrees to keep such information confidential to the same extent required of the Secured Party hereunder; and (8) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Debtor is party or is deemed party with the Secured Party; provided, that, in the case of clauses (1) through (4) above, to the extent permitted by applicable law, the Debtor has had reasonable notice of such examination, proceeding or litigation giving rise to such disclosure and has been afforded a reasonable opportunity to raise its objections to disclosure in such examination, proceeding or litigation. The Secured Party shall have no liability for the breach by any other Person of the provisions of this Section 2.5.exercise