PARTICIPANT IN, OR ANY
PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT OR (II)
ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS
70
ADVISORS) TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER AND ITS
OBLIGATIONS, (G) WITH THE CONSENT OF THE BORROWER OR (H) TO THE EXTENT SUCH
INFORMATION (I) BECOMES PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF
THIS SECTION OR (II) BECOMES AVAILABLE TO THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR ANY LENDER ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE
BORROWER.
FOR THE PURPOSES OF THIS SECTION, "INFORMATION" MEANS ALL INFORMATION
RECEIVED FROM THE BORROWER RELATING TO THE BORROWER OR ITS BUSINESS, OTHER THAN
ANY SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE
BORROWER; PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM THE BORROWER
AFTER THE DATE HEREOF, SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF
DELIVERY AS CONFIDENTIAL.
ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY
OF INFORMATION AS PROVIDED IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED
WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF
CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD
ACCORD TO ITS OWN CONFIDENTIAL INFORMATION.
SECTION 9.13.
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 THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE ACT, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
SECTION 9.14.
APPOINTMENT FOR PERFECTION.
EACH LENDER HEREBY APPOINTS EACH
OTHER LENDER AS ITS AGENT FOR THE PURPOSE OF PERFECTING LIENS, FOR THE BENEFIT
OF THE ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED OBLIGATIONS, IN ASSETS
WHICH, IN ACCORDANCE WITH ARTICLE 9 OF THE UCC OR ANY OTHER APPLICABLE LAW CAN
BE PERFECTED ONLY BY POSSESSION.
SHOULD ANY LENDER (OTHER THAN THE
ADMINISTRATIVE AGENT) OBTAIN POSSESSION OF ANY SUCH COLLATERAL, SUCH LENDER
SHALL NOTIFY THE ADMINISTRATIVE AGENT THEREOF, AND, PROMPTLY UPON THE
ADMINISTRATIVE AGENT'S REQUEST THEREFOR SHALL DELIVER SUCH COLLATERAL TO THE
ADMINISTRATIVE AGENT OR OTHERWISE DEAL WITH SUCH COLLATERAL IN ACCORDANCE WITH
THE ADMINISTRATIVE AGENT'S INSTRUCTIONS.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
PRICELINE.COM INCORPORATED,
as the Borrower
By:
/s/ Robert J. Mylod, Jr.
Name:
Robert J. Mylod, r.
Title:
Chief Financial Officer
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually as a Lender, as the
Swingline Lender, as the Issuing Bank and as
Administrative Agent
By:
/s/ David F. Gibbs
Name:
David F.