with rating Holdings, the US Borrower or its Subsidiaries or the Facilities or
(1) the CUSIP Service Bureau or any similar agency in connection with the
issuance and monitoring of CUSIP numbers with respect to the Facilities or (2)
market data collectors, similar services, providers to the lending industry and
service providers to the Administrative Agent in connection with the
administration and management of this Agreement and the Loan Documents, (xi) to
the extent necessary or customary for inclusion in league table measurement, and
(xii) for purposes of establishing a "due diligence" defense. For the purposes
of this Section 9.12, "Information" means all information received from
Holdings, the Borrowers or any of their Affiliates relating to Holdings or the
Borrowers or any of their Subsidiaries or businesses, other than any such
information that is available other than as a result of a breach of this
Section 9.12 to the Administrative Agent, any Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by a Borrower; provided that, in the
case of information received from a Borrower after the date hereof, such
information is clearly identified on or before the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section 9.12 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information which shall in no event be less than
commercially reasonable care.
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(b)EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a)
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING A BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND ALL APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(c)ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
A BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT A BORROWER, THE LOAN PARTIES AND
THEIR RELATED
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PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS AND
WARRANTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN
ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS
COMPLIANCE PROCEDURES AND ALL APPLICABLE LAW.
9.13USA PATRIOT Act. Each Lender that is subject to the requirements of the Act
hereby notifies the Borrowers that pursuant to the requirements of the Act, it
may be required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and
other information that will allow such Lender to identify the Borrowers in
accordance with the Act.
9.14Release of Liens