obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower, its Subsidiaries and their
obligations, (g) with the consent of the Borrower, (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to any Agent, Issuing Bank or Lender on a
nonconfidential basis from a source other than the Borrower or (i) to any rating
agency when required by it (it being understood that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Information received by it from the disclosing party); provided, that the
disclosing party shall use reasonable efforts under the circumstances, to the
extent permitted by law, to notify the Borrower prior to, or as soon as
practicable thereafter, of any disclosure made pursuant to clause (c) above. In
addition, the Agents, the Issuing Banks and the Lenders may disclose the
existence of this Agreement and information about this Agreement (but not
Information concerning the business of the Borrower or any of its Affiliates) to
market data collectors, similar service providers to the lending industry, and
service providers to the Agents, the Issuing Banks and the Lenders in connection
with the administration and management of this Agreement, the other Loan
Documents and the Commitments. For the purposes of this Section 9.12,
"Information" means all information received from any Loan Party relating to any
Loan Party or its Affiliates or their businesses, other than any such
information that is publicly available to any Agent, any Issuing Bank or any
Lender prior to disclosure by any Loan Party.
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EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12
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 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, THE LOAN PARTIES AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
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.
SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which