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.
(B)
EACH LENDER AND THE ISSUING BANK ACKNOWLEDGES THAT INFORMATION FURNISHED TO
IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS RELATED PARTIES OR ITS OR THEIR 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 THE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.
(C)
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 AND THE SUBSIDIARIES
AND ITS AND THEIR RELATED PARTIES OR 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, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.
SECTION 9.13.
NO FIDUCIARY RELATIONSHIP.
THE BORROWER, ON BEHALF OF ITSELF AND
ITS SUBSIDIARIES, AGREES THAT IN CONNECTION WITH ALL ASPECTS OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND ANY COMMUNICATIONS IN CONNECTION THEREWITH, THE
BORROWER, EACH SUBSIDIARY AND THEIR AFFILIATES, ON THE ONE HAND, AND THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, THE LENDERS AND THEIR AFFILIATES, ON THE
OTHER HAND, WILL HAVE A BUSINESS RELATIONSHIP THAT DOES NOT CREATE, BY
IMPLICATION OR OTHERWISE, ANY FIDUCIARY DUTY ON THE PART OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANK, THE LENDERS OR THEIR AFFILIATES, AND NO SUCH DUTY WILL
BE DEEMED TO HAVE ARISEN IN CONNECTION WITH ANY SUCH TRANSACTIONS OR
COMMUNICATIONS.
SECTION 9.14.
USA PATRIOT ACT.
EACH LENDER AND THE ADMINISTRATIVE AGENT HEREBY
NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT
(TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT
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93
BE REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE
BORROWER AND THE SUBSIDIARIES, WHICH INFORMATION INCLUDES THE NAMES AND
ADDRESSES OF THE BORROWER AND THE SUBSIDIARIES AND OTHER INFORMATION THAT WILL
ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT TO IDENTIFY THE BORROWER AND THE
SUBSIDIARIES IN ACCORDANCE WITH THE ACT.
SECTION 9.15.
TERMINATION OR RELEASE.
(A)
EACH SECURITY DOCUMENT, THE
GUARANTEES MADE THEREIN AND THE SECURITY INTERESTS GRANTED THEREUNDER SHALL
TERMINATE WHEN ALL THE OBLIGATIONS HAVE BEEN PAID IN FULL IN CASH, THE
COMMITMENTS HAVE EXPIRED OR BEEN TERMINATED, THE LC EXPOSURE HAS BEEN REDUCED TO
ZERO AND THE ISSUING BANK HAS NO FURTHER OBLIGATIONS TO ISSUE LETTERS OF CREDIT.
(B)
A SUBSIDIARY LOAN PARTY SHALL AUTOMATICALLY BE RELEASED FROM ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS, THE GUARANTEE OF SUCH SUBSIDIARY LOAN
PARTY MADE UNDER THE COLLATERAL AGREEMENT SHALL AUTOMATICALLY BE RELEASED AND
THE SECURITY INTERESTS GRANTED IN THE COLLATERAL