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.
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 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
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, THE OTHER LOAN
PARTIES AND THEIR RELATED PARTIES 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 cp.. USA PATRIOT Act
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. 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") and the
requirements of the Beneficial Ownership Regulation hereby notifies each Loan
Party that, pursuant to the requirements of the Act and the Beneficial Ownership
Regulation, it is required to obtain, verify and record information that
identifies such Loan Party, which information includes the name, address and tax
identification number of such Loan Party and other information that will allow
such Lender to identify such Loan Party in accordance with the Act and the
Beneficial Ownership Regulation and other applicable "know your customer" and
anti-money laundering rules and regulations.
SECTION cq.. Releases of Subsidiary Guarantors
and Collateral.
5. A Subsidiary Guarantor shall automatically be released from its obligations
under the Subsidiary Guaranty upon the consummation of any transaction permitted
by this Agreement as a result of which such Subsidiary Guarantor ceases to be a
Material Domestic Subsidiary; provided that, if so required by this Agreement,
the Required Lenders shall have consented to such transaction and the terms of
such consent shall not have provided otherwise.
In connection with any
termination or release pursuant to this Section, the Administrative Agent shall
(and is hereby irrevocably authorized by each Lender to) execute and deliver to
any Loan Party, at such Loan Party's expense, all documents that such Loan Party
shall reasonably request to evidence such termination or release.
Any execution
and delivery of documents pursuant to this Section shall be without recourse to
or warranty by the Administrative Agent.
6. Further, the Administrative Agent may (and is hereby irrevocably authorized
by each Lender to), upon the request of the Borrower, release any Subsidiary
Guarantor from its