Additional Provision under such
Material Debt Document and
(ii)
shall be deemed deleted from this Agreement at such time as such
Material Debt Document shall be terminated and no amounts shall be outstanding
thereunder; provided, that,
(A)
other than as provided in Section 12.02, this Agreement shall not be
amended to delete any covenant, undertaking, Event of Default, restriction or
other provision included in this Agreement (other than by operation of Section
12.16(a)) or to make any such provision less restrictive on the Borrower and its
Subsidiaries; and
(B)
if any lender or agent under such Material Debt Document is paid any
remuneration as consideration for any amendment, modification or removal of such
Additional Provision under such Material Debt Document, then such remuneration
shall be concurrently paid, on the same equivalent terms, ratably to each
Lender.
Section 12.17
Material Non-Public Information.
(a)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 12.11
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE 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 APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(b)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED
BY THE 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 THE BORROWER, THE GUARANTORS AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER 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 APPLICABLE LAW.
Section 12.18
No Fiduciary Duty, etc.
(a)
The Borrower acknowledges and agrees, and acknowledges its Subsidiaries'
understanding, that no Credit Party will have any obligations except those
obligations expressly set
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forth herein and in the other Loan Documents and each Credit Party is acting
solely in the capacity of an arm's length contractual counterparty to the
Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent
of, the Borrower or any other Person. The Borrower agrees that it will not
assert any claim against any Credit Party based on an alleged breach of
fiduciary duty by such Credit Party in connection with this Agreement and the
transactions contemplated hereby. Additionally, the Borrower acknowledges and
agrees that no Credit Party is advising the Borrower as to any legal, tax,
investment, accounting, regulatory or any other matters in any jurisdiction. The
Borrower shall consult with its own advisors concerning such matters and shall
be responsible for making its own independent investigation and appraisal of the
transactions contemplated herein or in the other Loan Documents, and the Credit
Parties