any Lead Arranger, any Lender nor any Issuer shall have
any liability with respect to, and each Borrower hereby waives, releases and
agrees not to sue for, any special, indirect, consequential or punitive damages
suffered by such Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.
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9.10.
Confidentiality.
Each of the Administrative Agent and each Lender
agrees to hold any confidential information which it may receive from or on
behalf of the Company or any Subsidiary pursuant to this Agreement or any other
Loan Document ("Information") in confidence, except for disclosure (i) to its
Affiliates and to other Lenders and their respective Affiliates (it being
understood that the Administrative Agent and each Lender shall be liable for the
breach by any of their respective Affiliates of any such confidentiality
requirements), (ii) to legal counsel, accountants, and other professional
advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv)
to any Person as requested pursuant to or as required by law, regulation, or
legal process, (v) to any Person in connection with any legal proceeding to
which such Lender is a party involving the Company, (vi) to such Lender's direct
or indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, (vii)
permitted by Section 12.2 and12.2, (viii) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Advances
hereunder and (ix) information pertaining to this Agreement of the type
routinely provided by arrangers to data service providers, including league
table providers, that serve the lending industry.
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION 9.10
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.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWERS 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 COMPANY AND ITS AFFILIATES,
THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS 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.
9.11.
Nonreliance.
Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U) for the repayment
of the Loans provided for herein.
9.12.
Disclosure.
The Borrowers and each Lender hereby acknowledge and
agree that JPMCB and/or its Affiliates from time to time may hold investments
in,