and its
obligations hereunder (vi) if such Information has been publicly disclosed,
(vii) in connection with the exercise of any remedy hereunder or under any Note
or (viii) if agreed by the Borrower in its sole discretion; 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
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. "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 or
any Lender on a non-confidential basis prior to disclosure by the Borrower and
other than information pertaining to this Agreement routinely provided by
arrangers to data service providers, including league table providers, that
serve the lending industry; 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.
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(c)
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.
(d)
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 ACKNOWLEDGES 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 10.13.
USA PATRIOT Act. Each Lender hereby notifies the
Loan Parties 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 Loan
Parties, which information includes the name and address of the Loan Parties and
other information that will allow such Lender to identify the Loan Parties in
accordance with the Act.
Article XI
Loan Guaranty
Section 11.01.
Guaranty. Each Loan Guarantor hereby agrees that
it is jointly and severally liable for, and, as primary obligor and not merely
as surety, absolutely and unconditionally guarantees to the Lenders