THAT PROVISION IN
ANY OTHER JURISDICTION, AND TO THIS END THE PROVISIONS OF ALL LOAN DOCUMENTS ARE
DECLARED TO BE SEVERABLE.
9.10
NONLIABILITY OF LENDERS.
THE RELATIONSHIP
BETWEEN THE BORROWER ON THE ONE HAND AND THE LENDERS AND THE AGENT ON THE OTHER
HAND SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE AGENT, THE
ARRANGER NOR ANY LENDER SHALL HAVE ANY FIDUCIARY RESPONSIBILITIES TO THE
BORROWER.
NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER UNDERTAKES ANY
RESPONSIBILITY TO THE BORROWER TO REVIEW OR INFORM THE BORROWER OF ANY MATTER IN
CONNECTION WITH ANY PHASE OF THE BORROWER'S BUSINESS OR OPERATIONS.
THE
BORROWER AGREES THAT NEITHER THE AGENT, THE ARRANGER NOR ANY LENDER SHALL HAVE
LIABILITY TO THE BORROWER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR
LOSSES SUFFERED BY THE BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY
WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED
BY THE LOAN DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH, UNLESS IT IS DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT
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, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY THE BORROWER IN
CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY.
9.11
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 (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 IN CONNECTION
WITH ANY LEGAL PROCEEDING TO WHICH SUCH LENDER IS A PARTY, (VI) TO SUCH LENDER'S
DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTIES IN SWAP AGREEMENTS OR TO LEGAL
COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO SUCH COUNTERPARTIES,
(VII) PERMITTED BY SECTION 12.4 AND (VIII) TO RATING AGENCIES IF REQUESTED OR
REQUIRED BY SUCH AGENCIES IN CONNECTION WITH A RATING RELATING TO THE ADVANCES
HEREUNDER.
9.12
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 LOANS PROVIDED FOR HEREIN.
9.13
DISCLOSURE.
THE BORROWER AND EACH LENDER HEREBY
ACKNOWLEDGE AND AGREE THAT JPMCB AND/OR ITS AFFILIATES FROM TIME TO TIME MAY
HOLD INVESTMENTS IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH THE
BORROWER AND ITS AFFILIATES.
9.14
USA PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO
THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III