Agent and Clause Samples
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Agent and the Lenders hereby agree that notwithstanding the provisions of clause (c) of Section 8.3 of the Loan and Security Agreement, but otherwise subject to the Loan and Security Agreement, the Borrower may exceed the aggregate purchase price limitation prescribed by such clause (c) applicable to the calendar year ending December 31, 1997, provided, that not more than $20,000,000 of such aggregate purchase price may be incurred during the period November 4, 1997 through December 31, 1997; provided and conditioned, however, that:
Agent and the Lenders hereby consent to the Acquisition and the Mergers, and the incurrence and payment by the Borrower of the Acquisition Purchase Price;
Agent and each Lender shall keep confidential (and shall use best efforts to cause its respective agents to keep confidential) all nonpublic information obtained pursuant to the requirements of this Agreement in accordance with Agent's and such Lender's customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure reasonably required by a prospective participant or assignee in connection with the contemplated participation or assignment or as required or requested by any governmental authority or representative thereof or pursuant to legal process and shall require any such participant or assignee to agree to comply with this Section 12.15. In any event, however, Agent, each Lender, Borrowers and their Affiliates (and any agent or representative thereof) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and by the other Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to Agent, any Lender, any Borrower or their Affiliates relating to such tax treatment and tax structure; it being agreed and understood that (i) this authorization is retroactively effective to the commencement of the first discussions between or among any of the parties regarding the transactions contemplated hereby and by the other Loan Documents and (ii) this authorization is not intended to permit disclosure of any other information not relevant to the tax treatment or tax structure of the transactions contemplated hereby, including, without limitation, (a) any portion of any materials to the extent not related to the tax treatment or tax structure of the transactions contemplated hereby, (b) the identities of participants or potential participants in the transactions contemplated hereby or (c) any other term or detail not relevant to the tax treatment or the tax structure of the transactions. The provisions of this Section 12.15 shall remain operative and in full force and effect regardless of the expiration or termination of this Agreement.
Agent and. Second Lien Agent shall have executed an amendment to the Second Lien Intercreditor Agreement and such amendment shall be in form and substance satisfactory to Agent.