THAT IDENTIFIES THE BORROWER, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL
ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH SUCH ACT.
SECTION 9.16.
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, THE SUBSIDIARIES AND THEIR AFFILIATES, ON THE ONE HAND, AND THE
ADMINISTRATIVE AGENT, 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 LENDERS OR THEIR
AFFILIATES, AND NO SUCH DUTY WILL BE DEEMED TO HAVE ARISEN IN CONNECTION WITH
ANY SUCH TRANSACTIONS OR COMMUNICATIONS.
SECTION 9.17.
NON-PUBLIC INFORMATION.
(A)
EACH LENDER ACKNOWLEDGES THAT ALL
INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT BY THE BORROWER ON ITS
BEHALF AND RELATING TO THE BORROWER, THE SUBSIDIARIES OR THEIR BUSINESSES MAY
INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE BORROWER AND THE
SUBSIDIARIES AND 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 SUCH PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL, STATE AND FOREIGN SECURITIES LAWS.
96
All such information, including requests for waivers and amendments, furnished
by Holdings, 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 concerning the Borrower and
the Subsidiaries and their 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, state and foreign securities
laws.
97
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
CEPHALON, INC.,
by
/s/ J. Kevin Buchi
Name: J. Kevin Buchi
Title: Executive Vice President and
Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent,
by
/s/ James A. Knight
Name: James A. Knight
Title: Vice President
98
SIGNATURE PAGE TO THE CREDIT AGREEMENT
OF CEPHALON, INC.
BANK OF AMERICA, N.A.:
by
/s/ Joseph L. Corah
Name: Joseph L. Corah
Title: Senior Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT
OF CEPHALON, INC.
DEUTSCHE BANK AG NEW YORK BRANCH
by
/s/ Ming K. Chu
Name: Ming K. Chu
Title: Vice President
by
/s/ Heidi Sandquist
Name: Heidi Sandquist
Title: Vice President
SIGNATURE PAGE TO THE CREDIT AGREEMENT
OF CEPHALON, INC.
BARCLAYS BANK PLC.:
by
/s/ Nicholas Bell
Name: Nicholas Bell
Title: Director
SIGNATURE PAGE TO THE CREDIT AGREEMENT
OF CEPHALON, INC.
WACHOVIA BANK, NATIONAL ASSOCIATION:
by
/s/ John M. Fessick