connection with a rating relating to the Advances hereunder
and (i) on a confidential basis to the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers with
respect to the Agreement. For the purposes of this Section, "Information" means
all information received from any Borrower relating to the Borrowers or their
business, other than any such information that is available to the Agent or any
Lender on a non-confidential basis prior to disclosure by any Borrower and other
than information pertaining to this Agreement routinely provided by arrangers to
data service providers, including league table providers, that serve the lending
industry.
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Section 10.12 Material Non-Public Information.
(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.11
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWERS 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.
(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY
ANY BORROWER OR THE 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 BORROWERS AND THEIR RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND
THE 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.
Section 10.13 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) for
the repayment of the Loans provided for herein.
Section 10.14 Disclosure. Each 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 any Borrower and its
Affiliates.
Section 10.15 USA Patriot Act. Each Lender that is subject to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act") hereby notifies each Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information
that identifies each Borrower, which information includes the name and address
of such Borrower and other information that will allow such Lender to identify
such Borrower in accordance with the Act. Each Borrower shall provide such
information and take such actions as are reasonably requested by the Agent or
any Lender in order to assist the Agent and the Lenders in maintaining
compliance with applicable "know your customer" and anti-money laundering rules
and regulations, including, without limitation, the Act.
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Section 10.16 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to