EACH LENDER PARTY UNDERSTANDS THAT THE
PERSON SERVING AS ADMINISTRATIVE AGENT, ACTING IN ITS INDIVIDUAL CAPACITY, AND
ITS AFFILIATES (COLLECTIVELY, THE "AGENT'S GROUP") ARE ENGAGED IN A WIDE RANGE
OF FINANCIAL SERVICES AND BUSINESSES (INCLUDING INVESTMENT MANAGEMENT,
FINANCING, SECURITIES TRADING, CORPORATE AND INVESTMENT BANKING AND RESEARCH)
(SUCH SERVICES AND BUSINESSES ARE COLLECTIVELY REFERRED TO IN THIS SECTION 7.02
AS "ACTIVITIES") AND MAY ENGAGE IN THE ACTIVITIES WITH OR ON BEHALF OF ONE
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OR MORE OF THE LOAN PARTIES OR THEIR RESPECTIVE AFFILIATES.
FURTHERMORE, THE
AGENT'S GROUP MAY, IN UNDERTAKING THE ACTIVITIES, ENGAGE IN TRADING IN FINANCIAL
PRODUCTS OR UNDERTAKE OTHER INVESTMENT BUSINESSES FOR ITS OWN ACCOUNT OR ON
BEHALF OF OTHERS (INCLUDING THE LOAN PARTIES AND THEIR AFFILIATES AND INCLUDING
HOLDING, FOR ITS OWN ACCOUNT OR ON BEHALF OF OTHERS, EQUITY, DEBT AND SIMILAR
POSITIONS IN THE BORROWER, ANOTHER LOAN PARTY OR THEIR RESPECTIVE AFFILIATES),
INCLUDING TRADING IN OR HOLDING LONG, SHORT OR DERIVATIVE POSITIONS IN
SECURITIES, LOANS OR OTHER FINANCIAL PRODUCTS OF ONE OR MORE OF THE LOAN PARTIES
OR THEIR AFFILIATES.
EACH LENDER PARTY UNDERSTANDS AND AGREES THAT IN ENGAGING
IN THE ACTIVITIES, THE AGENT'S GROUP MAY RECEIVE OR OTHERWISE OBTAIN INFORMATION
CONCERNING THE LOAN PARTIES OR THEIR AFFILIATES (INCLUDING INFORMATION
CONCERNING THE ABILITY OF THE LOAN PARTIES TO PERFORM THEIR RESPECTIVE
OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS) WHICH INFORMATION MAY
NOT BE AVAILABLE TO ANY OF THE LENDER PARTIES THAT ARE NOT MEMBERS OF THE
AGENT'S GROUP.
NONE OF THE ADMINISTRATIVE AGENT NOR ANY MEMBER OF THE AGENT'S
GROUP SHALL HAVE ANY DUTY TO DISCLOSE TO ANY LENDER PARTY OR USE ON BEHALF OF
THE LENDER PARTIES, AND SHALL NOT BE LIABLE FOR THE FAILURE TO SO DISCLOSE OR
USE, ANY INFORMATION WHATSOEVER ABOUT OR DERIVED FROM THE ACTIVITIES OR
OTHERWISE (INCLUDING ANY INFORMATION CONCERNING THE BUSINESS, PROSPECTS,
OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION OR CREDITWORTHINESS OF ANY
LOAN PARTY OR ANY AFFILIATE OF ANY LOAN PARTY) OR TO ACCOUNT FOR ANY REVENUE OR
PROFITS OBTAINED IN CONNECTION WITH THE ACTIVITIES, EXCEPT THAT THE
ADMINISTRATIVE AGENT SHALL DELIVER OR OTHERWISE MAKE AVAILABLE TO EACH LENDER
PARTY SUCH DOCUMENTS AS ARE EXPRESSLY REQUIRED BY ANY LOAN DOCUMENT TO BE
TRANSMITTED BY THE ADMINISTRATIVE AGENT TO THE LENDER PARTIES.
(C)
EACH LENDER PARTY FURTHER UNDERSTANDS THAT
THERE MAY BE SITUATIONS WHERE MEMBERS OF THE AGENT'S GROUP OR THEIR RESPECTIVE
CUSTOMERS (INCLUDING THE LOAN PARTIES AND THEIR AFFILIATES) EITHER NOW HAVE OR
MAY IN THE FUTURE HAVE INTERESTS OR TAKE ACTIONS THAT MAY CONFLICT WITH THE
INTERESTS OF ANY ONE OR MORE OF THE LENDER PARTIES (INCLUDING THE INTERESTS OF
THE LENDER PARTIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS).
EACH LENDER
PARTY AGREES THAT NO MEMBER OF THE AGENT'S GROUP IS OR SHALL BE REQUIRED TO
RESTRICT ITS ACTIVITIES AS A RESULT OF THE PERSON SERVING AS ADMINISTRATIVE
AGENT BEING A MEMBER OF THE AGENT'S GROUP, AND THAT EACH MEMBER OF THE AGENT'S
GROUP MAY UNDERTAKE ANY ACTIVITIES WITHOUT FURTHER CONSULTATION WITH OR
NOTIFICATION TO