OF ANY REMEDIES HEREUNDER OR ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER, (VI) SUBJECT TO AN AGREEMENT
CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS THOSE OF THIS SECTION, TO
(1) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE OF OR
PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR (2) ANY
ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS ADVISORS) TO ANY SWAP OR DERIVATIVE
TRANSACTION RELATING TO THE BORROWER AND ITS OBLIGATIONS, (VII) WITH THE CONSENT
OF THE BORROWER OR (VIII) TO THE EXTENT SUCH INFORMATION (1) BECOMES PUBLICLY
AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION OR (2) BECOMES
AVAILABLE TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER. FOR THE PURPOSES OF
THIS SECTION, "INFORMATION" MEANS ALL INFORMATION RECEIVED FROM THE BORROWER
RELATING TO THE BORROWER OR ITS
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BUSINESS, OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER ON A NONCONFIDENTIAL BASIS
PRIOR TO DISCLOSURE BY THE BORROWER; PROVIDED THAT, IN THE CASE OF INFORMATION
RECEIVED FROM THE BORROWER AFTER THE DATE HEREOF, SUCH INFORMATION IS CLEARLY
IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL. 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.
(B)
EACH LENDER ACKNOWLEDGES THAT INFORMATION AS
DEFINED IN SECTION 9.12(A) 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.
(C)
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[, THE LOAN PARTIES] AND [ITS] [THEIR] RELATED PARTIES OR
[ITS] [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 MAY BE CONTRACTED FOR, CHARGED, TAKEN,
RECEIVED OR RESERVED BY THE LENDER