disseminated on a confidential basis (on substantially the
terms set forth in this paragraph or as is otherwise reasonably acceptable to
the Company and such Credit Party) in accordance with customary market standards
for dissemination of such type of information or (a)(i) to potential Lenders,
participants or assignees who agree to be bound by the terms of this paragraph
(or language substantially similar to this paragraph or as otherwise reasonably
acceptable to the Company and such Credit Party, including as may be agreed in
any confidential information memorandum or other marketing material). For the
purposes of this Section, "Information" means all information received from the
Company relating to the Company or its business, other than any such information
that is available to the Administrative Agent, any Issuing Bank or any Lender on
a nonconfidential basis prior to disclosure by the Company 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. 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.
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 COMPANY 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
COMPANY 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 COMPANY, THE OTHER
BORROWERSLOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY
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CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW.
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 each BorrowerLoan 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
BorrowerLoan Party, which information includes the name and address of such
BorrowerLoan Party and other information that will allow such Lender to identify
such BorrowerLoan Party in accordance with the Act and the Beneficial Ownership
Regulation.
SECTION 9.14.
[Intentionally Omitted]Releases of Subsidiary Guarantors and
Collateral.
(a)
A Subsidiary Guarantor shall automatically