(i) to its
Affiliates, legal counsel, accountants, and other professional advisors, and
then solely on a need-to-know basis, (ii) in response to any request or order
therefor issued by any Governmental Authority, (iii) as required by law,
regulation, or judicial process, (iv) within any legal proceeding to enforce any
of its rights or remedies hereunder; provided that an Event of Default shall
have occurred hereunder and the requisite Banks shall have elected under
Section 9.01 to enforce such rights or remedies against the Borrower, (v) to any
permitted assignee or participant under Section 11.06, (vi) to any agents and
advisors of a Bank solely in connection with the administration of this
Agreement and the Advances hereunder or (vii) of information which has already
become publicly available at the time of such disclosure. In the case of
disclosure pursuant to clause (ii) or (iii) above, the disclosing party agrees,
to the extent practicable and permitted by applicable law, regulation or
judicial process, to promptly notify the Borrower prior to such disclosure and
to request confidential treatment if the Borrower so requests.
EACH BANK ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION FURNISHED TO
IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER 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
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 AFFILIATES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH BANK
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.
52
SECTION 11.08. Governing Law. This Agreement and the Notes shall be governed by,
and construed in accordance with, the internal laws (as distinguished from the
conflicts of laws rules) of the State of New York.
SECTION 11.09. Jurisdiction; Consent to Service of Process.
(a) The Borrower hereby irrevocably and unconditionally submits, for itself and
its property, to the non-exclusive jurisdiction of the Supreme Court of the
State of New York sitting in the Borough of Manhattan, and of the United States
District Court for the Southern District of New York sitting in the Borough of
Manhattan, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State