or representative thereof or pursuant to legal process;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify the Borrower of any request by any governmental agency
or representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) or request pursuant to legal process for disclosure of any such
non-public information prior to disclosure of such information so that either or
both of them may seek an appropriate protective order; and further, provided
that in no event shall any Lender be obligated or required to return any
materials furnished by the Borrower or any of its Subsidiaries.
(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER
AND ITS RELATED PARTIES, 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.
(c) 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 AND ITS RELATED
PARTIES. 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 9.13. USA PATRIOT Act. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (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.
54
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.
THE McGRAW-HILL COMPANIES, INC. By:
/s/ Robert J. Bahash
Name: Robert J.
Bahash
Title:
Executive Vice President - Chief Financial Officer
[Signature page to McGraw-Hill 364-Day Credit Agreement]
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:
/s/ Sharon Bazbaz
Name: Sharon Bazbaz
Title:
Vice President
[Signature page to McGraw-Hill 364-Day Credit Agreement]
BANK OF AMERICA, N.A.,
as Syndication Agent and as a Lender
By:
/s/ Todd Shipley
Name: Todd Shipley
Title:
Senior Vice President
[Signature page to McGraw-Hill 364-Day Credit Agreement]
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Documentation Agent and as a Lender
By:
/s/ Yvonne Tilden
Name: Yvonne Tilden
Title:
Director By:
/s/ Anca
Trifan
Name: Anca Trifan
Title:
Director
[Signature page to McGraw-Hill 364-Day Credit Agreement]
THE BANK OF TOKYO-MITSUBISHI