AND THE CHARGES PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR
PERIODS SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH
CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE
RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 10.13
CONFIDENTIALITY. EXCEPT AS PROVIDED IN
THIS SECTION 10.13, EACH CREDIT PARTY EXPRESSLY AGREES TO MAINTAIN AS
CONFIDENTIAL AND NOT TO DISCLOSE, PUBLISH OR DISSEMINATE TO ANY THIRD PARTIES
ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW) PROVIDED TO IT, PROVIDED,
HOWEVER, THAT NOTHING HEREIN SHALL LIMIT THE DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION (I) TO ITS RELATED PARTIES (OTHER THAN INSURANCE AFFILIATES),
COUNSEL OR OTHER REPRESENTATIVES REASONABLY REQUIRED, IN THE OPINION OF THE
CREDIT PARTY, TO HAVE SUCH INFORMATION, PROVIDED SUCH PERSONS HAVE AGREED OR ARE
UNDER A DUTY TO KEEP ALL SUCH INFORMATION CONFIDENTIAL IN ACCORDANCE WITH THIS
SECTION 10.13, (II) UPON THE REQUEST OR DEMAND OF ANY REGULATORY AGENCY,
AUTHORITY OR SELF REGULATORY BODY HAVING JURISDICTION OVER OR CLAIMING AUTHORITY
TO REGULATE OR OVERSEE ANY ASPECT OF THE BUSINESS OF SUCH CREDIT PARTY, (III) TO
THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR PURSUANT TO ANY
SUBPOENA, COURT OR GOVERNMENTAL ORDER OR SIMILAR LEGAL PROCESS, PROVIDED THAT TO
THE EXTENT PERMITTED BY LAW AND IF PRACTICABLE TO DO SO UNDER THE CIRCUMSTANCES,
THE COMPANY IS GIVEN PRIOR NOTICE OF, AND AN OPPORTUNITY TO CONTEST, THE
PRODUCTION OF SUCH CONFIDENTIAL INFORMATION (WHICH NOTICE AND OPPORTUNITY SHALL
BE REASONABLE UNDER THE CIRCUMSTANCES), (IV) TO ANY PROSPECTIVE ASSIGNEE OR
PARTICIPANT IN CONNECTION WITH ANY CONTEMPLATED TRANSFER PURSUANT TO SECTION
10.4, PROVIDED THAT SUCH PROSPECTIVE TRANSFEREE SHALL HAVE EXPRESSLY AGREED TO
BE BOUND BY THE PROVISIONS OF THIS SECTION 10.13, (IV) TO ANY OTHER PARTY TO
THIS
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CREDIT AGREEMENT, (V) TO ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTY IN A
SWAP AGREEMENT, OR SUCH CONTRACTUAL COUNTERPARTY'S PROFESSIONAL ADVISOR,
PROVIDED THAT SUCH CONTRACTUAL COUNTERPARTY (OR ITS AFFILIATES) IS NOT A
COMPETITOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND SUCH CONTRACTUAL
COUNTERPARTY, OR SUCH CONTRACTUAL COUNTERPARTY'S PROFESSIONAL ADVISOR, SHALL
HAVE EXPRESSLY AGREED TO BE BOUND BY THE PROVISIONS OF THIS SECTION 10.13, (VI)
ANY NATIONALLY RECOGNIZED RATING AGENCY, (VII) TO THE EXTENT NECESSARY IN
CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER AND (VIII) IN CONNECTION
WITH ANY LITIGATION OR DISPUTE TO WHICH ONE OR MORE OF THE BORROWERS AND ONE OR
MORE OF THE CREDIT PARTIES IS A PARTY. EACH CREDIT PARTY AGREES THAT IT WILL
ONLY USE THE CONFIDENTIAL INFORMATION IN CONNECTION WITH THE EVALUATION AND
ADMINISTRATION OF THIS CREDIT FACILITY AND ITS LOANS, AND IT WILL NOT USE THE
CONFIDENTIAL INFORMATION FOR PURPOSES OF TRADING IN THE SECURITIES OF THE
COMPANY. FOR PURPOSES OF THIS SECTION 10.13, "CONFIDENTIAL INFORMATION" MEANS
ANY WRITTEN OR ORAL INFORMATION PROVIDED UNDER THIS CREDIT AGREEMENT BY OR ON
BEHALF OF ANY BORROWER THAT, IN THE CASE OF WRITTEN INFORMATION, IS CLEARLY
MARKED "CONFIDENTIAL" AND IN THE CASE OF ORAL INFORMATION, THAT HAS BEEN