of
or participant in, any of its rights or obligations under this Agreement,
(f) with the consent of the Borrower, or (g) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
provision or (ii) becomes available to the Lender on a non-confidential basis
from a source other than the Borrower or its Affiliates. For the purposes of
this
paragraph, "Information" means all information received from or on behalf
of the Borrower or its Affiliates relating to the Borrower or its business. 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. The Lender agrees to use reasonable commercial efforts
(if it may legally do so) to provide prior notice of any disclosure of
Information pursuant to clauses (b) or (c) above.
THE LENDER
ACKNOWLEDGES THAT INFORMATION (AS DEFINED ABOVE) FURNISHED TO IT PURSUANT TO
THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE
BORROWER AND ITS AFFILIATES 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 PURSUANT TO THIS AGREEMENT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, THE LENDER REPRESENTS TO THE BORROWER THAT
IT HAS IDENTIFIED TO THE BORROWER IN THE NOTICE PROVISIONS ABOVE A CREDIT
CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
KEYBANK NATIONAL ASSOCIATION
By:
Name:
Title:
PAREXEL INTERNATIONAL CORPORATION
By:
/s/ James F. Winschel, Jr.
Name:
James F. Winschel, Jr.
Title:
Senior Vice President and Chief Financial Officer
U.S. Taxpayer
Identification Number:
EXHIBIT A
DEFINITIONS
Additional Existing
Agreement Covenant:
A covenant or agreement that is added to Article V (Affirmative Covenants) or
VII (Negative Covenants) of the Existing Agreement after the Closing Date, as
such covenant or agreement is in effect on the date so added, without giving
effect to any subsequent amendment or other modification thereof; provided,
however, that no such covenant or other agreement shall be deemed to be an
"Additional Existing Agreement Covenant" to extent such new covenant or
agreement shall be less restrictive than any existing covenant or agreement, as
determined by the Lender in its reasonable discretion.
Additional Existing Agreement Event of Default:
An "Event of Default" that is added to Article VII of the Existing Agreement
after the Closing Date, as