INFORMATION
SUBJECT TO A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY SIMILAR TO THIS SECTION;
(E) TO REGULATORY OFFICIALS HAVING JURISDICTION OVER THAT LENDER; (F) AS
REQUIRED BY REQUIREMENT OF LAW OR LEGAL PROCESS OR IN CONNECTION WITH ANY LEGAL
PROCEEDING TO WHICH THAT LENDER AND ANY CREDIT PARTY IS ADVERSE PARTIES; AND
(G) TO ANOTHER FINANCIAL INSTITUTION IN CONNECTION WITH A DISPOSITION OR
PROPOSED DISPOSITION TO THAT FINANCIAL INSTITUTION OF ALL OR PART OF THAT
LENDER'S INTERESTS HEREUNDER OR A PARTICIPATION INTEREST IN ITS LOANS, PROVIDED
THAT THE RECIPIENT HAS AGREED TO TREAT SUCH INFORMATION CONFIDENTIALLY ON A
BASIS SIMILAR TO THE FOREGOING.
FOR PURPOSES OF THE FOREGOING, "CONFIDENTIAL
INFORMATION" SHALL MEAN ANY INFORMATION RESPECTING ANY CREDIT PARTY OR ITS
SUBSIDIARIES REASONABLY CONSIDERED BY SUCH CREDIT PARTY TO BE CONFIDENTIAL,
OTHER THAN (I) INFORMATION PREVIOUSLY FILED WITH ANY GOVERNMENTAL AUTHORITY AND
AVAILABLE TO THE PUBLIC, (II) INFORMATION PREVIOUSLY PUBLISHED IN ANY PUBLIC
MEDIUM FROM A SOURCE OTHER THAN, DIRECTLY OR INDIRECTLY, THAT LENDER, AND
(III) INFORMATION PREVIOUSLY DISCLOSED BY ANY CREDIT PARTY TO ANY PERSON ON A
NON-CONFIDENTIAL BASIS.
NOTHING IN THIS SECTION SHALL BE CONSTRUED TO CREATE OR
GIVE RISE TO ANY FIDUCIARY DUTY ON THE PART OF THE ADMINISTRATIVE AGENT OR THE
LENDERS TO ANY CREDIT PARTY.
(B)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, EACH OF THE PARTIES HERETO (AND EACH EMPLOYEE, REPRESENTATIVE, OR
OTHER AGENT OF ANY SUCH PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE U.S. TAX TREATMENT AND U.S. TAX STRUCTURE OF THE
TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO SUCH PARTY RELATING TO SUCH U.S. TAX TREATMENT
AND U.S. TAX STRUCTURE, OTHER THAN ANY INFORMATION FOR WHICH NONDISCLOSURE IS
REASONABLY NECESSARY IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS.
(C)
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
84
BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION,
a Delaware corporation
By:
Name:
Title:
S-1
JPMORGAN CHASE BANK, as
Administrative Agent
By:
Name:
Title:
S-2
JPMORGAN CHASE BANK,
as a Lender
By:
Name:
Title:
S-3
CITICORP USA, INC.,
as Syndication Agent and as a Lender
By:
Name:
Title:
S-4
MORGAN STANLEY BANK,
as Co-Documentation Agent and as a Lender
By:
Name:
Title:
S-5
WACHOVIA BANK NATIONAL
ASSOCIATION,
as Co-Documentation Agent and as a
Lender,
By:
Name:
Title:
S-6
THE ROYAL BANK OF SCOTLAND plc,
as Co-Documentation Agent and as a Lender
By:
Name:
Title:
S-7
THE BANK OF TOKYO-MITSUBISHI
TRUST COMPANY,
as