LAW, REGULATION, OR LEGAL PROCESS, (V) TO ANY PERSON IN
CONNECTION WITH ANY LEGAL PROCEEDING TO WHICH IT IS A PARTY, (VI) TO ITS DIRECT
OR INDIRECT CONTRACTUAL COUNTERPARTIES IN SWAP AGREEMENTS OR TO LEGAL COUNSEL,
ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS TO SUCH COUNTERPARTIES, (VII)
PERMITTED BY SECTION 13.4, AND (VIII) TO RATING AGENCIES IF REQUESTED OR
REQUIRED BY SUCH AGENCIES IN CONNECTION WITH A RATING RELATING TO THE ADVANCES
HEREUNDER.
WITHOUT LIMITING SECTION 10.4, THE BORROWER AGREES THAT THE TERMS OF
THIS SECTION 10.11 SHALL SET FORTH THE ENTIRE AGREEMENT BETWEEN THE BORROWER AND
EACH LENDER (INCLUDING THE ADMINISTRATIVE AGENT) WITH RESPECT TO ANY
CONFIDENTIAL INFORMATION PREVIOUSLY OR HEREAFTER RECEIVED BY SUCH LENDER IN
CONNECTION WITH THIS AGREEMENT, AND THIS SECTION 10.11 SHALL SUPERSEDE ANY AND
ALL PRIOR CONFIDENTIALITY AGREEMENTS ENTERED INTO BY SUCH LENDER WITH RESPECT TO
SUCH CONFIDENTIAL INFORMATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE, AND EACH PARTY HERETO (AND EACH
EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF ANY PARTY HERETO) MAY DISCLOSE TO ANY
AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. FEDERAL INCOME TAX
TREATMENT AND U.S. FEDERAL INCOME TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES)
THAT ARE OR HAVE BEEN PROVIDED TO SUCH PARTY RELATING TO SUCH TAX TREATMENT
56
OR TAX STRUCTURE, AND IT IS HEREBY CONFIRMED THAT EACH PARTY HERETO HAS BEEN
AUTHORIZED TO MAKE SUCH DISCLOSURES SINCE THE COMMENCEMENT OF DISCUSSIONS
REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY.
10.12
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 OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM) FOR THE REPAYMENT OF THE CREDIT
EXTENSIONS PROVIDED FOR HEREIN.
10.13
DISCLOSURE.
THE BORROWER AND EACH LENDER HEREBY ACKNOWLEDGE AND
AGREE THAT BANK ONE AND/OR ITS AFFILIATES FROM TIME TO TIME MAY HOLD INVESTMENTS
IN, MAKE OTHER LOANS TO OR HAVE OTHER RELATIONSHIPS WITH THE BORROWER AND ITS
AFFILIATES.
10.14
USA PATRIOT ACT NOTIFICATION.
THE FOLLOWING NOTIFICATION IS
PROVIDED TO THE BORROWER PURSUANT TO SECTION 326 OF THE USA PATRIOT ACT OF 2001,
31 U.S.C. SECTION 5318:
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
the Borrower: When the Borrower opens an account, if the Borrower is an
individual, the Administrative Agent and the Lenders will ask for the Borrower's
name, residential address, tax identification number, date of birth, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower, and, if the Borrower is not an individual, the Administrative
Agent and the Lenders will ask for the Borrower's name, tax