all or any portion of the Obligations,, or (j) to the
extent such Information (x) becomes publicly available other than as a result of
a breach of this Section or (y) becomes available to the Agent, the Issuing Bank
or any Lender on a non-confidential basis from a source other than Borrower. For
the purposes of this Section, "Information" means all information received from
Borrower relating to Borrower or its business, other than any such information
that is available to the Agent, the Issuing Bank or any Lender on a
non-confidential basis prior to disclosure by Borrower and other than
information pertaining to this Agreement provided by arrangers to data service
providers, including league table providers, that serve the lending industry;
provided that, in the case of information received from Borrower after the
Amended and Restated Effective Date, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so 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.
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED
TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER, THE OTHER LOAN PARTIES AND THEIR 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
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, THE OTHER LOAN
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. EACH LENDER
ACKNOWLEDGES ITS OBLIGATIONS UNDER THE FEDERAL SECURITIES LAWS AND THE RULES AND
REGULATIONS ASSOCIATED THEREWITH WITH RESPECT TO TRADING WHILE IN POSSESSION OF
MATERIAL NON-PUBLIC INFORMATION, AND CONFIRMS THAT EACH
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LENDER HAS IN PLACE POLICIES AND PROCEDURES REASONABLY DESIGNED TO COMPLY WITH
SUCH OBLIGATIONS.
[SECTION 9.13.
Several Obligations; Nonreliance; Violation of Law. The
respective obligations of the Lenders hereunder are several and not joint and
the failure of any Lender to make any Loan or perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U of the Federal Reserve Board) for
the repayment of the Borrowings provided for herein. Anything contained in this
Agreement to the contrary notwithstanding, neither the Issuing Bank nor any
Lender shall be obligated to extend credit to Borrower in violation of any
Requirement of Law.
[SECTION 9.14.
USA PATRIOT Act. Each Lender that