OF ALL LOAN DOCUMENTS ARE
DECLARED TO BE SEVERABLE.
9.10
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE BORROWER ON
THE ONE HAND AND THE LENDERS AND THE AGENT ON THE OTHER HAND SHALL BE SOLELY
THAT OF BORROWER AND LENDER.
NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER
SHALL HAVE ANY FIDUCIARY RESPONSIBILITIES TO THE BORROWER.
NEITHER THE AGENT,
THE ARRANGER NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE BORROWER TO
REVIEW OR INFORM THE BORROWER OF ANY MATTER IN CONNECTION WITH ANY PHASE OF THE
BORROWER'S BUSINESS OR OPERATIONS.
THE BORROWER AGREES THAT NEITHER THE AGENT,
THE ARRANGER NOR ANY LENDER SHALL HAVE LIABILITY TO THE BORROWER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE BORROWER IN
CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE TRANSACTIONS
CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THE LOAN DOCUMENTS, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED IN
A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION THAT SUCH
LOSSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY
FROM WHICH RECOVERY IS SOUGHT.
NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER
SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER HEREBY WAIVES,
RELEASES AND AGREES NOT TO SUE FOR, ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES SUFFERED BY THE BORROWER IN CONNECTION WITH, ARISING OUT OF, OR
IN ANY WAY RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY.
9.11
CONFIDENTIALITY.
EACH LENDER AGREES TO HOLD ANY CONFIDENTIAL
INFORMATION WHICH IT MAY RECEIVE FROM THE BORROWER PURSUANT TO THIS AGREEMENT IN
CONFIDENCE, EXCEPT FOR DISCLOSURE (I) TO ITS AFFILIATES AND TO OTHER LENDERS AND
THEIR RESPECTIVE AFFILIATES, (II) TO LEGAL COUNSEL, ACCOUNTANTS, AND OTHER
PROFESSIONAL ADVISORS TO SUCH LENDER OR TO A TRANSFEREE, (III) TO REGULATORY
OFFICIALS, (IV) TO ANY PERSON AS REQUESTED PURSUANT TO OR AS REQUIRED BY LAW,
REGULATION, OR LEGAL PROCESS, (V) TO ANY PERSON IN CONNECTION WITH ANY LEGAL
PROCEEDING TO WHICH SUCH LENDER IS A PARTY, (VI) TO SUCH LENDER'S DIRECT OR
INDIRECT CONTRACTUAL COUNTERPARTIES IN SWAP AGREEMENTS OR TO LEGAL COUNSEL,
ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO SUCH COUNTERPARTIES,
(VII) PERMITTED BY SECTION 12.4 AND (VIII) TO RATING AGENCIES IF REQUESTED OR
REQUIRED BY SUCH AGENCIES IN CONNECTION WITH A RATING RELATING TO THE ADVANCES
HEREUNDER.
9.12
NONRELIANCE.
EACH LENDER HEREBY REPRESENTS THAT IT IS NOT RELYING
ON OR LOOKING TO ANY MARGIN STOCK (AS DEFINED IN REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM) FOR THE REPAYMENT OF THE LOANS PROVIDED
FOR HEREIN.
9.13
DISCLOSURE.
THE BORROWER AND EACH LENDER HEREBY ACKNOWLEDGE AND
AGREE THAT JPMCB AND/OR ITS AFFILIATES FROM TIME TO TIME MAY HOLD INVESTMENTS
IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH THE BORROWER AND ITS
AFFILIATES.
9.14
USA PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT")