PART OF THIS AGREEMENT FOR ANY OTHER PURPOSES OR BE GIVEN SUBSTANTIVE EFFECT.
9.9
APPLICABLE LAW.
THIS AGREEMENT AND EACH OF
THE OTHER LOAN DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL
BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
66
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES.
9.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS EXCEPT THAT BORROWER MAY NOT ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF ALL LENDERS.
9.11
NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY.
NO
PROVISION IN THE LOAN DOCUMENTS AND NO COURSE OF DEALING BETWEEN THE PARTIES
SHALL BE DEEMED TO CREATE ANY FIDUCIARY DUTY OWING TO ANY CREDIT PARTY BY AGENT
OR ANY LENDER.
CREDIT PARTIES AGREE THAT NEITHER AGENT NOR ANY LENDER SHALL
HAVE LIABILITY TO ANY CREDIT PARTY (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) FOR LOSSES SUFFERED BY CREDIT PARTIES 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 AND TO THE EXTENT THAT IT IS DETERMINED THAT SUCH
LOSSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY
FROM WHICH RECOVERY IS SOUGHT AS DETERMINED BY A FINAL NON-APPEALABLE ORDER BY A
COURT OF COMPETENT JURISDICTION.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY
LIABILITY WITH RESPECT TO, AND EACH CREDIT PARTY HEREBY WAIVES, RELEASES AND
AGREES NOT TO SUE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED
BY SUCH CREDIT PARTY IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED
TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
9.12
CONSTRUCTION.
AGENT, EACH LENDER, BORROWER AND
EACH OTHER CREDIT PARTY ACKNOWLEDGE THAT EACH OF THEM HAS HAD THE BENEFIT OF
LEGAL COUNSEL OF ITS OWN CHOICE AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW
THE LOAN DOCUMENTS WITH ITS LEGAL COUNSEL AND THAT THE LOAN DOCUMENTS SHALL BE
CONSTRUED AS IF JOINTLY DRAFTED BY AGENT, EACH LENDER, BORROWER AND EACH OTHER
CREDIT PARTY.
9.13
CONFIDENTIALITY.
AGENT AND EACH LENDER AGREE TO
EXERCISE THEIR BEST EFFORTS TO KEEP CONFIDENTIAL ANY NON-PUBLIC INFORMATION
DELIVERED PURSUANT TO THE LOAN DOCUMENTS AND NOT TO DISCLOSE SUCH INFORMATION TO
PERSONS OTHER THAN TO POTENTIAL ASSIGNEES OR PARTICIPANTS OR TO PERSONS EMPLOYED
BY OR ENGAGED BY AGENT A LENDER OR A LENDER'S ASSIGNEES OR PARTICIPANTS
INCLUDING ATTORNEYS, AUDITORS, PROFESSIONAL CONSULTANTS, RATING AGENCIES,
INSURANCE INDUSTRY ASSOCIATIONS AND PORTFOLIO MANAGEMENT SERVICES WHO AGREE TO
MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION IN ACCORDANCE WITH THIS
SECTION 9.13.
THE CONFIDENTIALITY PROVISIONS CONTAINED IN THIS SECTION 9.13
SHALL NOT APPLY TO DISCLOSURES (I) REQUIRED TO BE MADE BY AGENT OR ANY LENDER TO
ANY REGULATORY OR GOVERNMENTAL AGENCY OR PURSUANT TO LEGAL PROCESS OR
(II) CONSISTING OF GENERAL PORTFOLIO INFORMATION THAT DOES NOT IDENTIFY
BORROWER.
THE