other advisors
to such counterparties or (ii) to prospective Participants and Assignees, in
each case that agree in writing to be bound by this Section 9.09 or similar
confidentiality provisions and (g) to rating agencies if requested or required
by such agencies in connection with a rating relating to the Advances
hereunder.
The Borrower agrees that from and after the date hereof the terms of
this Section 9.09 shall set forth the entire agreement between the Borrower and
each Lender (including the Agent) and each LC Issuer with respect to any
confidential information previously or hereafter received by such Lender or such
LC Issuer in connection with this Agreement, and
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this Section 9.09 shall supersede any and all prior confidentiality agreements
entered into by such Lender or such LC Issuer with respect to such confidential
information.
EACH LENDER ACKNOWLEDGES THAT "INFORMATION" (AS DEFINED IN THIS SECTION 9.09)
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWER,
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 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, ITS RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE 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 9.10.
USA PATRIOT ACT NOTIFICATION.
The following notification is
provided to 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, the Agent, the LC Issuers and
the Lenders will ask for the Borrower's name, tax identification number,
business address, and other information that will allow the Agent, the LC
Issuers and the Lenders to identify the Borrower.
The Agent, the LC Issuers and
the Lenders may also ask to see the Borrower's legal organizational documents or
other identifying documents.
Section 9.11.
Governing Law; Submission to Jurisdiction.
THIS AGREEMENT AND
EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN