SERVICER'S RECEIPT OF SUCH PURCHASE PRICE.
THEREAFTER, SERVICERS SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ANY LOANS OR
LOAN COMMITMENTS.
CONFIDENTIALITY. EACH PARTICIPANT AGREES THAT IT WILL MAINTAIN IN CONFIDENCE AND
WILL NOT DISCLOSE, PUBLISH OR DISSEMINATE, TO ANY PERSON, ANY CONFIDENTIAL
INFORMATION WHICH IT HAS OR SHALL ACQUIRE DURING THE TERM OF THIS AGREEMENT
RELATING TO THE BUSINESS, OPERATIONS AND CONDITION, FINANCIAL OR OTHERWISE OF
THE SPONSOR OR ANY BORROWER, EXCEPT THAT SUCH INFORMATION MAY BE DISCLOSED BY
SUCH PARTICIPANT IF AND TO THE EXTENT THAT:
SUCH INFORMATION IS IN THE PUBLIC DOMAIN AT THE TIME OF DISCLOSURE;
SUCH INFORMATION IS REQUIRED TO BE DISCLOSED BY SUBPOENA OR SIMILAR PROCESS OF
APPLICABLE LAW OR REGULATIONS;
SUCH INFORMATION IS REQUIRED TO BE DISCLOSED TO ANY REGULATORY OR ADMINISTRATIVE
BODY OR COMMISSION TO WHOSE JURISDICTION SUCH PARTICIPANT OR ANY OF ITS
AFFILIATES MAY BE SUBJECT;
SUCH INFORMATION IS DISCLOSED TO COUNSEL, AUDITORS OR OTHER PROFESSIONAL
ADVISORS TO SUCH PARTICIPANT OR TO AFFILIATES OF SUCH PARTICIPANT PROVIDED THAT
SUCH AFFILIATES AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL AS SET FORTH HEREIN;
SUCH INFORMATION IS DISCLOSED WITH THE PRIOR WRITTEN CONSENT OF THE SPONSOR OR
THE RELEVANT BORROWER, AS THE CASE MAY BE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED;
SUCH INFORMATION IS DISCLOSED IN CONNECTION WITH ANY LITIGATION OR DISPUTE
BETWEEN SUCH PARTICIPANT AND THE SPONSOR OR ANY BORROWER CONCERNING THE
OPERATIVE DOCUMENTS OR THE LOAN DOCUMENTS OF SUCH BORROWER;
SUCH INFORMATION IS DISCLOSED IN CONNECTION WITH A PROSPECTIVE ASSIGNMENT, GRANT
OF A PARTICIPATION INTEREST IN OR OTHER TRANSFER BY SUCH PARTICIPANT OF ANY OF
ITS INTEREST IN THE OPERATIVE DOCUMENTS, PROVIDED THAT THE PERSON TO WHOM SUCH
INFORMATION SHALL BE DISCLOSED SHALL HAVE AGREED TO KEEP SUCH INFORMATION
CONFIDENTIAL AS SET FORTH HEREIN;
SUCH INFORMATION WAS IN THE POSSESSION OF SUCH PERSON OR SUCH PERSON'S
AFFILIATES WITHOUT OBLIGATION OF CONFIDENTIALITY PRIOR TO SUCH PARTICIPANT
FURNISHING IT TO SUCH PERSON; OR
SUCH INFORMATION IS RECEIVED BY SUCH PARTICIPANT, WITHOUT RESTRICTION AS TO ITS
DISCLOSURE OR USE, FROM A PERSON, WHO, TO SUCH PARTICIPANT'S KNOWLEDGE OR
REASONABLE BELIEF, WAS NOT PROHIBITED FROM DISCLOSING IT BY ANY DUTY OF
CONFIDENTIALITY.
EACH PARTICIPANT AGREES TO USE ITS BEST EFFORTS TO GIVE THE SPONSOR PROMPT
NOTICE OF ANY SUBPOENA OR SIMILAR PROCESS REFERRED TO IN CLAUSE (II) ABOVE,
PROVIDED THAT SUCH PARTICIPANT SHALL HAVE NO LIABILITY IN EVENT SUCH NOTICE IS
NOT GIVEN.
HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. THE HEADINGS OF THE SEVERAL SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN
ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, AND THE AGREEMENTS AND DOCUMENTS
REQUIRED TO BE DELIVERED PURSUANT TO THE TERMS OF THIS AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND THERETO REGARDING THE SUBJECT
MATTERS HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS RELATED TO SUCH SUBJECT MATTERS.
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IN WITNESS WHEREOF, the parties