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, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY THE BORROWER IN
CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE FACILITY DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY.
10.11
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 (A) TO ITS AFFILIATES AND TO OTHER LENDERS AND
THEIR RESPECTIVE AFFILIATES, (B) TO LEGAL COUNSEL, ACCOUNTANTS, AND OTHER
PROFESSIONAL ADVISORS TO SUCH LENDER OR TO A TRANSFEREE, (C) TO REGULATORY
OFFICIALS, (D) TO ANY PERSON AS REQUESTED PURSUANT TO OR AS REQUIRED BY LAW,
REGULATION, OR LEGAL PROCESS, (E) TO ANY PERSON IN CONNECTION WITH ANY LEGAL
PROCEEDING TO WHICH SUCH LENDER IS A PARTY, (F) TO SUCH LENDER'S DIRECT OR
INDIRECT CONTRACTUAL COUNTERPARTIES IN SWAP AGREEMENTS OR TO LEGAL COUNSEL,
ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO SUCH COUNTERPARTIES AND (G)
PERMITTED BY SECTION 13.4; PROVIDED, THAT ANY RECIPIENT OF SUCH DISCLOSURE SHALL
BE ADVISED BY SUCH LENDER
OF THE CONFIDENTIALITY REQUIREMENTS HEREIN SET FORTH.
10.12
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 REVOLVING
CREDIT LOANS PROVIDED FOR HEREIN.
10.13
DISCLOSURE.
THE BORROWER AND EACH LENDER HEREBY (A) ACKNOWLEDGE AND
AGREE THAT JPMORGAN CHASE BANK AND/OR ITS AFFILIATES FROM TIME TO TIME MAY HOLD
OTHER INVESTMENTS IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH THE
BORROWER, AND (B) WAIVE ANY LIABILITY OF JPMORGAN CHASE BANK OR SUCH AFFILIATE
TO THE BORROWER OR ANY LENDER, RESPECTIVELY, ARISING OUT OF OR RESULTING FROM
SUCH INVESTMENTS, LOANS OR RELATIONSHIPS OTHER THAN LIABILITIES ARISING OUT OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF JPMORGAN CHASE BANK OR ITS
AFFILIATES.
10.14
USA PATRIOT ACT NOTIFICATION.
EACH LENDER HEREBY NOTIFIES THE BORROWER
THAT PURSUANT TO THE REQUIREMENTS OF THE USA ACT (TITLE III OF PUB. L. 107-56
(SIGNED INTO LAW ON OCTOBER 26, 2001) (THE "ACT"), IT IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL
ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
THE
BORROWER AGREES TO COOPERATE WITH EACH LENDER AND PROVIDE TRUE, ACCURATE AND
COMPLETE INFORMATION TO SUCH LENDER IN RESPONSE TO ANY SUCH REQUEST.
60
ARTICLE XI
THE ADMINISTRATIVE AGENT
11.1
Appointment; Nature of Relationship.
JPMorgan Chase Bank is hereby
appointed by each of the Lenders as Administrative Agent (herein referred to as
the "Agent") hereunder and under each other Facility Document, and each of the
Lenders irrevocably authorizes the