shall be entered into by the Company or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement and the other Loan Documents unless such settlement releases all
Indemnitees from any and all liability with respect thereto.
(D)
Survival of Agreements. The obligations and agreements of the
Borrowers under this Section 10.7 and each other provision hereunder or in any
other Loan Document whereby the Company or any of its Subsidiaries agrees to
reimburse or indemnify any Holder of Secured Obligations shall survive the
termination of this Agreement.
10.8.
Numbers of Documents. All statements, notices, closing
documents and requests hereunder (other than (i) notices described in the first
sentence of Section 2.15 and (ii) notices and other communications delivered to
the Administrative Agent and the Lenders by electronic communication in
accordance with Section 14.1(B)) shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.
10.9.
Confidentiality. Each Lender agrees to hold any
confidential information which it may receive from the Company or any of its
Subsidiaries 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 as may be required by law in connection with any legal proceeding to
which such Lender is a party, (vi) to such Lender's direct or indirect
contractual counterparties in interest rate swap agreements or credit derivative
transactions relating to the Loans or to legal counsel, accountants and other
professional advisors to such counterparties, (vii) as permitted by Section 13.4
and (viii) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Advances hereunder.
EACH LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL
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NON-PUBLIC INFORMATION CONCERNING THE COMPANY 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.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
COMPANY 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 COMPANY AND ITS AFFILIATES,
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND
ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY 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