confidentiality of such Information as such Person would accord to
its own confidential information.
(A)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION
10.12(A) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE US 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.
(B)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY ANY 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 BORROWERS AND
GUARANTORS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE
AGENTS 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.
(C)
NOTWITHSTANDING THE PROVISIONS OF SECTION 10.12(A), OR ANY OTHER
PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT, EACH OF THE ADMINISTRATIVE
AGENTS, THE ISSUING LENDER, THE EURO ISSUING LENDER, THE LENDERS AND THE
OBLIGORS MAY DISCLOSE TO ANY AND ALL PERSONS GENERAL INFORMATION THAT IS
RELEVANT IN ORDER TO UNDERSTAND THE TAX TREATMENT AND TAX STRUCTURE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY LOAN DOCUMENT. FOR THE
AVOIDANCE OF DOUBT, THE PRECEDING SENTENCE DOES NOT ALLOW FOR THE DISCLOSURE OF
ANY SPECIFIC INFORMATION THAT IS NOT OTHERWISE DISCLOSEABLE BY REASON OF SECTION
10.12(A) AND THAT IS NOT RELEVANT TO UNDERSTANDING THE TAX TREATMENT AND TAX
STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SUCH AS (I) THE
SPECIFIC IDENTITY OF THE BORROWERS OR ANY OF ITS CURRENT OR FUTURE AFFILIATES OR
(II) ANY SPECIFIC PRICING TERMS OR ANY OTHER SPECIFIC NONPUBLIC BUSINESS OR
FINANCIAL INFORMATION. FOR PURPOSES OF THIS SECTION 10.12(C), THE TERMS "TAX
TREATMENT" AND "TAX STRUCTURE" SHALL HAVE THE MEANING PROVIDED BY TREASURY
REGULATION SECTION 1.6011-4.
Section 10.13
Interest Rate Limitation
Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan or
reimbursement obligation, together with all fees, charges and other amounts that
are treated as interest on such Loan or reimbursement obligation under
applicable law (collectively the "Charges"), shall exceed the maximum lawful
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rate (the "Maximum Rate") that may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan or reimbursement obligation in
accordance with applicable law, the rate of interest payable in respect of such
Loan or reimbursement obligation hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan or
reimbursement obligation but were not payable as a result of the operation of
this Section shall be