may disclose such information
(i) to the extent required by Applicable Laws, (ii) to its Affiliates and its
and such Affiliates' respective attorneys, auditors, accountants and other
professional advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such information confidential); provided that
the disclosing Administrative Agent or Participant, as applicable, shall be
responsible for compliance by such Persons with the provisions of this
Section 15.14, (iii) in connection with the enforcement of its rights or
remedies under the Operative Documents, (iv) to any participant, transferee,
potential participant or potential transferee of such disclosing party's
interests permitted by the Operative Documents; provided such participant,
transferee, potential participant or potential transferee agrees to the terms of
this Section 15.14, and (v) to any federal or state banking authority or other
regulatory authority having jurisdiction over such Participant, the Arranger or
Administrative Agent or any of their respective Affiliates.
EACH OF THE ADMINISTRATIVE AGENT AND EACH PARTICIPANT ACKNOWLEDGES THAT SUCH
INFORMATION REFERRED TO ABOVE FURNISHED TO IT PURSUANT TO ANY OF THE OPERATIVE
DOCUMENTS MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LESSEE 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
LESSEE OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, ANY OF THE OPERATIVE DOCUMENTS WILL BE SYNDICATE-LEVEL
INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LESSEE,
THE GUARANTORS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE
50
SECURITIES.
ACCORDINGLY, EACH PARTICIPANT REPRESENTS TO THE LESSEE 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 AND STATE SECURITIES LAWS.
Section 15.15.
Limited Liability of Lessor.
The
parties hereto agree that the Lessor shall have no personal liability whatsoever
to Lessee, the Lenders, Administrative Agent or any of their respective
successors and assigns for any Claim based on or in respect of this
Participation Agreement or any of the other Operative Documents or arising in
any way from the Overall Transaction; provided, however, that the Lessor shall
be liable in its individual capacity:
(a) for its own willful misconduct or
gross negligence (or negligence in the handling of funds), (b) for liabilities
that may result from the inaccuracy or incorrectness of any representation or
warranty made by it in this Participation Agreement or in any certificate or
document delivered pursuant hereto, or from the failure of the Lessor to perform
the covenants and agreements set forth in Section 10.1 hereof or any other
breach by the Lessor of any of its other covenants or obligations hereunder