Borrower or any of its Subsidiaries or
Affiliates pursuant to this Agreement in confidence and for use in connection
with this Agreement (collectively, "Information"; provided that "Information"
shall not include information pertaining to this Agreement routinely provided by
arrangers to data service providers, including league table providers, that
serve the lending industry), including without limitation for use in connection
with its rights and remedies hereunder, except for disclosure (a) to other
Lenders and their respective Affiliates, (b) to legal counsel, accountants, and
other professional advisors to such Lender, (c) to regulatory officials, (d) as
requested pursuant to or as required by law, regulation, or legal process,
(e) in connection with any legal proceeding to which such Lender is a party and
(f) to a proposed assignee or participant permitted under Section 8.06 which
shall have agreed in writing to keep such disclosed confidential information
confidential in accordance with this Section.
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EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY
PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES 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 AND ITS AFFILIATES OR
THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE
BORROWER 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.
SECTION 8.13.Nonliability of Lenders; No Advisory or Fiduciary
Responsibility.
The relationship between the Borrower and the Lenders and the
Administrative Agent shall be solely that of borrower and lender and neither the
Administrative Agent nor any Lender shall have any fiduciary responsibilities to
the Borrower.
In connection with all aspects of each transaction contemplated
hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), the Borrower acknowledges and agrees
that:
(i) (A) the arranging and other services regarding this Agreement
provided by the Lenders are arm's-length commercial transactions between the
Borrower and its Affiliates, on the one hand, and the Lenders and their
Affiliates, on the other hand, (B) the Borrower has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and
has been acting solely as a principal and, except as expressly agreed in writing